Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use their commercially reasonable efforts to have the Exchange Offer completed not later than 210 days after the Closing Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:
(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;
(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates");
(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;
(iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address specified in the notice prior to the close of business on the last Exchange Date; and
(v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged. As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:
(i) accept for exchange Registrable Securities or portions thereof tendered and not validly withd...
Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuer shall use its reasonable best efforts to cause to be filed by the date that is the later of (i) 365 days after the date of issuance of the Securities and (ii) 90 days after the consummation of the Merger, and cause to become effective an Exchange Offer Registration Statement covering the offer by the Issuer to the Holders to exchange all of the Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Issuer shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC, and use its reasonable best efforts to have the Exchange Offer consummated on or prior to the date that is the later of (i) 425 days following the issuance of the Securities and (ii) 150 days following the consummation of the Merger (the “Exchange Offer Closing Deadline”). The Issuer shall commence the Exchange Offer by mailing or electronically transmitting (through the facilities of The Depositary Trust Company) the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:
(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Securities validly tendered will be accepted for exchange;
(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the “Exchange Dates”);
(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;
(iv) that Holders electing to have a Security exchanged pursuant to the Exchange Offer will be required to (a) surrender such Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date and (b) at the time of consummation of the Exchange Offer, (A) any Exchange Securities received by such Holder will be acquired in the ordinary course of its business, (B) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Securities within the meaning o...
Registration Under the 1933 Act. (a) As soon as practicable, but in no event later than 60 days after the date hereof, the Company shall file a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event not later than 90 days following such filing. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering ...
Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company and Guarantor shall use their best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and Guarantor to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 45 days after such effective date. The Company and Guarantor shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:
(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;
(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates");
(iii) that any Registrable Security not tendered will remain outstanding and will continue to accrue interest and, if a Senior Discount Note, will
Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence
Registration Under the 1933 Act. Buyer agrees that it shall immediately register the Stock Portion of the Purchase Price with the United States Securities and Exchange Commission ("SEC") pursuant to the 1933 Act, at its own expense on a Form F-2 or other appropriate form (the "Registration Statement") and shall use reasonable efforts to keep the Registration Statement current and effective through December 31, 2003. Buyer further agrees that it will (i) furnish without charge to Seller such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement, any documents incorporated by reference therein and such other documents as Seller may reasonably request in order to facilitate sale of the Bonso Shares, (ii) notify Seller in writing (a) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement has been filed and, with respect to any post-effective amendment, when the same has become effective, (b) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Bonso Shares under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, and (c) of the happening of any event which makes any statement made in the Registration Statement or related prospectus untrue or which requires the making of any changes in the Registration Statement, prospectus or documents so that they 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, and, as promptly as practicable thereafter, prepare and file with the SEC a supplement or amendment to such prospectus and notify Seller of such filing so that, as thereafter deliverable to the purchasers of the Bonso Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) cause the Bonso Shares to be listed on the NASDAQ National Market System concurrently with effectiveness of the Registration Statement; (iv) advise Seller promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening ...
Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) use its reasonable best efforts to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 180 days of the Closing Date (the "EFFECTIVENESS DEADLINE"), (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to cause the Exchange Offer to be consummated as promptly as practicable, but in any event prior to 30 days after the Effectiveness Deadline. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:
4 6 (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;
Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantor shall use their best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and the Guarantor to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use their best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company and the Guarantor shall commence the Exchange Offer by mailing
Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) use its reasonable best efforts to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 180 days after the Closing Date (the "Effectiveness Deadline "),
Registration Under the 1933 Act. The Company shall (A) prepare and file with the SEC, within 60 days following the Closing Date, a Shelf Registration Statement covering the Registrable Securities; (B) use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as possible thereafter; and (C) use its reasonable best efforts to cause such Shelf Registration Statement to remain continually effective until the Expiration Date. The purpose of the Shelf Registration Statement shall be to enable each Holder which (i) receives Shares as the result of the conversion of a Debenture (whether by the Company or the Holder) or the exercise of a Warrant, and (2) is not an Affiliate of the Company and is not engaging in a distribution of Registrable Securities (within the meaning of the 1933 Act), to trade such Shares from and after the date of issuance thereof without any limitations or restrictions under the 1933 Act.
