Common use of Registration Rights; Private Sales Clause in Contracts

Registration Rights; Private Sales. (a) If the Secured Party shall determine to exercise its rights to sell any or all of the Securities, and if in the opinion of the Secured Party it is necessary or advisable to have the Securities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), each of AETG, the Company and each Restricted Subsidiary will use its reasonable best efforts to cause the issuer thereof to, (i) execute and deliver, and cause the directors and officers of the issuer thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Secured Party, necessary to register the Securities, or that portion thereof to be sold, under the provisions of the Securities Act and, (ii) use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of three years from the date of the first public offering of the Securities, or that portion thereof to be sold, (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, (iv) comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Secured Party shall designate and (v) make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Atlantic Express Transportation Corp), Security and Pledge Agreement (Atlantic Express Transportation Corp)

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Registration Rights; Private Sales. (a) If the Secured Party shall determine to exercise its rights right to sell any or all of the SecuritiesCollateral which shall be Units or Additional Units pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Secured Party it is necessary or reasonably advisable to have the SecuritiesUnits or Additional Units, or that the portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), each of AETG, the Company and each Restricted Subsidiary Pledgor will use its reasonable best efforts to cause the issuer thereof to, Issuer (i) to execute and deliver, and cause the directors and officers of the issuer thereof Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Secured Party, necessary or reasonably advisable to register the SecuritiesUnits or Additional Units to be sold, or that portion thereof to be sold, sold under the provisions of the Securities Act andAct, (ii) to use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of three years not more than one year from the date of the first public offering of the SecuritiesUnits or Additional Units, or that the portion thereof to be sold, ending when all such Units are sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Secured Party, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the United States Securities and Exchange Commission applicable thereto. If the Secured Party shall determine to exercise its right to sell any or all of the Units or Additional Units pursuant to paragraph 8 hereof, (iv) and if in the reasonable opinion of the Secured Party it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" ” laws of any jurisdiction, the Pledgor agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Secured Party shall reasonably designate and (v) to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Appears in 2 contracts

Samples: Pledge Agreement (Pinecrest Investment Group Inc), Pledge Agreement (Pinecrest Investment Group Inc)

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Registration Rights; Private Sales. (a) If the Secured Party shall determine to exercise its rights to sell any or all of the SecuritiesPledged Stock pursuant to Section 8 hereof, and if in the opinion of the Secured Party it is necessary or advisable to have the SecuritiesPledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), each of AETG, the Company and each Restricted Subsidiary Pledgor will use its reasonable best efforts to cause the issuer thereof to, Issuer to (i) execute and deliver, and cause the directors and officers of the issuer thereof Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Secured Party, necessary or advisable to register the SecuritiesPledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act andAct, (ii) to use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of three years one year from the date of the first public offering of the SecuritiesPledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, (iv) comply with . The Pledgor agrees to use its best efforts to cause the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Secured Party shall designate and (v) Issuer to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Appears in 1 contract

Samples: Pledge Agreement (Soros George)

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