Common use of Registration Rights, etc Clause in Contracts

Registration Rights, etc. (a) Graphic agrees to (i) use its best efforts to keep the Registration Statement continuously effective (including by filing amendments and supplements thereto) in order to permit the disposition of the Transaction Stock until the third anniversary of the Closing Date or the sale by Recipients of all of such stock, whichever is earlier (collectively, the "Effective Period"), and (ii) prepare and file with the ---------------- Commission, as soon as reasonably practicable, such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective continuously during the Effective Period. (b) Graphic agrees to cause the Registration Statement and the related prospectus, and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment, or supplement during the Effective Period, (i) to comply in all material respects with the applicable requirements of the Act and the rules and regulations promulgated by the Commission thereunder, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, other than information confirmed by Recipients pursuant to Section 7.2 or statements or omissions made in reliance upon and in ----------- conformity with information furnished to Graphic in writing by or on behalf of Recipients expressly for use in the Registration Statement and the related prospectus, or any amendment or supplement thereto. (c) In connection with the Registration Statement, Graphic agrees to, as soon as reasonably practicable: (i) furnish to Recipients such number of copies of the Registration Statement, each amendment and supplement thereto, and prospectus included in the Registration Statement and such other related documents as Recipients may reasonably request; (ii) notify Recipients promptly of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus forming a part thereof; (iii) advise Recipients after Graphic receives notice or otherwise obtains knowledge of the issuance of any order by the Commission suspending the effectiveness of the Registration Statement or amendment or supplement thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if such stop order should be issued; (iv) use its best efforts to register or qualify the Transaction Stock under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as Recipients shall reasonably request (provided that Graphic shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process), and do such other reasonable acts and things as may be required of it to enable Recipients to consummate the disposition in such jurisdiction of such securities; and (v) notify Recipients, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Act, of the happening of any event as a result of which the Registration Statement contains an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and prepare a supplement or amendment to the Registration Statement so that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Graphic Industries Inc), Asset Purchase Agreement (Graphic Industries Inc)

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Registration Rights, etc. (a) Graphic agrees to (i) use its best efforts to keep the Registration Statement continuously effective (including by filing amendments and supplements thereto) in order to permit the disposition of the Transaction Stock Consideration until the third anniversary of the Closing Date or the sale by Recipients the Litho Stockholders of all of such stockthe Stock Consideration, whichever is earlier (collectively, the "Effective Period"), and (ii) prepare and file with the ---------------- Commission, as soon as reasonably practicable, such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective continuously during the Effective Period. (b) Graphic agrees to cause the Registration Statement and the related prospectus, and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment, or supplement during the Effective Period, (i) to comply in all material respects with the applicable requirements of the Act and the rules and regulations promulgated by the Commission thereunder, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, other than information confirmed by Recipients Litho Stockholders pursuant to Section 7.2 or statements or omissions made in reliance upon and in ----------- conformity with information furnished to Graphic in writing by or on behalf of Recipients any Litho Stockholder expressly for use in the Registration Statement and the related prospectus, or any amendment or supplement thereto. (c) In connection with the Registration Statement, Graphic agrees toagrees, as soon as reasonably practicable, to: (i) furnish to Recipients each Litho Stockholder such number of copies of the Registration Statement, each amendment and supplement thereto, and prospectus included in the Registration Statement and such other related documents as Recipients each Litho Stockholder may reasonably request; (ii) notify Recipients each Litho Stockholder promptly of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus forming a part thereof; (iii) advise Recipients each Litho Stockholder after Graphic receives notice or otherwise obtains knowledge of the issuance of any order by the Commission suspending the effectiveness of the Registration Statement or amendment or supplement thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if such stop order should be issued; (iv) use its best efforts to register or qualify the Transaction Stock Consideration under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as Recipients any of the Litho Stockholders shall reasonably request (provided that Graphic shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process), and do such other reasonable acts and things as may be required of it to enable Recipients any of the Litho Stockholders to consummate the disposition of the Stock Consideration in such jurisdiction any of such securitiesthe aforementioned jurisdictions; and (v) notify Recipientsthe Litho Stockholders, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Act, of the happening of any event as a result of which the Registration Statement contains an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and prepare a supplement or amendment to the Registration Statement so that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Graphic Industries Inc)

Registration Rights, etc. (a) Graphic agrees to (i) use its best efforts to keep the Registration Statement continuously effective (including by filing amendments and supplements thereto) in order to permit the disposition of the Transaction Stock until the third anniversary of the Closing Date or the sale by Recipients Seller of all of such stock, whichever is earlier (collectively, the "Effective Period"), and (ii) prepare and file with the ---------------- Commission, as soon as reasonably practicable, such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective continuously during the Effective Period. (b) Graphic agrees to cause the Registration Statement and the related prospectus, and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment, or supplement during the Effective Period, (i1) to comply in all material respects with the applicable requirements of the Act and the rules and regulations promulgated by the Commission thereunder, and (ii2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, other than information confirmed by Recipients Seller pursuant to Section ------- 7.2 or statements or omissions made in reliance upon and in ----------- conformity with --- information furnished to Graphic in writing by or on behalf of Recipients Seller expressly for use in the Registration Statement and the related prospectus, or any amendment or supplement thereto. (c) In connection with the Registration Statement, Graphic agrees to, as soon as reasonably practicable: (i) furnish to Recipients Seller such number of copies of the Registration Statement, each amendment and supplement thereto, and prospectus included in the Registration Statement and such other related documents as Recipients Seller may reasonably request; (ii) notify Recipients Seller promptly of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus forming a part thereof; (iii) advise Recipients Seller after Graphic receives notice or otherwise obtains knowledge of the issuance of any order by the Commission suspending the effectiveness of the Registration Statement or amendment or supplement thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if such stop order should be issued; (iv) use its best efforts to register or qualify the Transaction Stock under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as Recipients Seller shall reasonably request (provided that Graphic shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process), and do such other reasonable acts and things as may be required of it to enable Recipients Seller to consummate the disposition in such jurisdiction of such securities; and (v) notify RecipientsSeller, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Act, of the happening of any event as a result of which the Registration Statement contains an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and prepare a supplement or amendment to the Registration Statement so that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Graphic Industries Inc)

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Registration Rights, etc. (a) Graphic agrees to (i) use its best efforts to keep the Registration Statement continuously effective (including by filing amendments and supplements thereto) in order to permit the disposition of the Transaction Stock Merger Consideration until the third anniversary of the Closing Date or the sale by Recipients the Stockholders of all of such stockthe Merger Consideration, whichever is earlier (collectively, the "Effective Period"), and (ii) prepare and ---------------- file with the ---------------- Commission, as soon as reasonably practicable, such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective continuously during the Effective Period. (b) Graphic agrees to cause the Registration Statement and the related prospectus, and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment, or supplement during the Effective Period, (i1) to comply in all material respects with the applicable requirements of the Act and the rules and regulations promulgated by the Commission thereunder, and (ii2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, other than information confirmed by Recipients Stockholders pursuant to Section 7.2 or statements or omissions made in reliance upon and in ----------- conformity with information furnished to Graphic in writing by or on behalf of Recipients any Stockholder expressly for use in the Registration Statement and the related prospectus, or any amendment or supplement thereto. (c) In connection with the Registration Statement, Graphic agrees toagrees, as soon as reasonably practicable, to: (i) furnish to Recipients each Stockholder such number of copies of the Registration Statement, each amendment and supplement thereto, and prospectus included in the Registration Statement and such other related documents as Recipients each Stockholder may reasonably request; (ii) notify Recipients each Stockholder promptly of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus forming a part thereof; (iii) advise Recipients each Stockholder after Graphic receives notice or otherwise obtains knowledge of the issuance of any order by the Commission suspending the effectiveness of the Registration Statement or amendment or supplement thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if such stop order should be issued; (iv) use its best efforts to register or qualify the Transaction Stock Merger Consideration under such other securities or blue sky laws of such -29- jurisdictions within the United States and Puerto Rico as Recipients any of the Stockholders shall reasonably request (provided that Graphic shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process), and do such other reasonable acts and things as may be required of it to enable Recipients any of the Stockholders to consummate the disposition of the Merger Consideration in such jurisdiction any of such securitiesthe aforementioned jurisdictions; and (v) notify Recipientsthe Stockholders, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Act, of the happening of any event as a result of which the Registration Statement contains an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and prepare a supplement or amendment to the Registration Statement so that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Graphic Industries Inc)

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