Resale Shelf Registration. Subject to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (Ashford Hospitality Prime, Inc.), Registration Rights Agreement (Ashford Hospitality Trust Inc), Registration Rights Agreement (Ashford Hospitality Prime, Inc.)
Resale Shelf Registration. Subject (a) On or prior to Section 2.9the Filing Date, Ashford Prime the Company shall prepare and file not later than 54 weeks after with the consummation date of the TransactionCommission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, a “shelf” registration statement with respect to on Form S-3) covering the resale of all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof that are not then registered on an appropriate form effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 415. Subject to the terms of this Exhibit D, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Exhibit D (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act (or file and keep continuously effective one or more replacement Registration Statements to register all Registrable Securities) until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144 or Section 4(a)(1) of the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, (the “Resale Shelf Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424 with respect to each Registration Statement”.
(b) and permitting Notwithstanding the registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and obligations set forth in Section 2(a), if the Resale Shelf Registration Statement. Ashford Prime shall Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to cause file amendments to the Resale Shelf Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be declared effective registered by the Commission Commission, on such other form available to register for resale the Registrable Securities as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form)secondary offering; provided, however, that Ashford Prime prior to filing such amendment, the Company shall be obligated to use its best commercially reasonable efforts to have such amendment declared effective as soon as practicable after filing. In advocate with the event that Ashford Prime fails to so file, or if filed fails to so maintain Commission for the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to registration of all of the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.
(c) Notwithstanding any other provision of this Exhibit D, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by applicable lawa Holder as to its Registrable Securities, subject the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and (ii) second, the Company shall reduce Registrable Securities represented by Underlying Shares (applied, in the case that if some Underlying Shares may be registered, to the terms and conditions hereof, after effectiveness Holders on a pro rata basis based on the total number of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement unregistered Underlying Shares held by such Holders).
(d) Each Holder agrees to such prospectus or amendment furnish to the Resale Shelf Company a completed questionnaire in customary form provided by the Company prior to inclusion of such Hxxxxx’s Registrable Securities in a Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by (the Commission as promptly as reasonably practicable after the filing thereof“Selling Stockholder Questionnaire”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Enrich Jose Miguel), Securities Purchase Agreement (Rubicon Technologies, Inc.)
Resale Shelf Registration. Subject to Section 2.93 hereto, Ashford Prime shall prepare and the Company agrees to use commercially reasonable efforts to file with the Commission not later than 54 weeks after 12 months from the consummation date beginning of the Transaction, first full calendar month following the closing of the IPO with the Commission a “shelf” registration statement on Form S-3 (or, if the Company is not eligible to use Form S-3, on Form S-11 or any similar or successor form) with respect to the resale of all the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form (a “Resale Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementAct. Ashford Prime The Company shall use its commercially reasonable efforts to cause the such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after within 120 days following the date of filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such thereof (the “Resale Shelf Effective Date”). The Resale Shelf Registration Statement continuously effective for a period ending when all shares shall be on an appropriate form and the registration statement and any form of Common Stock covered by prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time notify the Company. The Company agrees to use its commercially reasonable efforts to provide notice to the Holders, including the form of Notice and Questionnaire attached hereto as Exhibit A, on or prior to the date five (5) Business Days prior to the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback RegistrationEffective Date. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a calendar quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Empire State Realty Trust, Inc.), Registration Rights Agreement (Empire State Realty Trust, Inc.)
Resale Shelf Registration. Subject to Section 2.9, Ashford Prime Inc. shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime Inc. shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e2.1(c) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime Inc. becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime Inc. shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime the Company shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime Inc. shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime Inc. a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ashford Inc), Registration Rights Agreement (Ashford Inc)
Resale Shelf Registration. Subject to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e2.1(c) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime the Company shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ashford Hospitality Prime, Inc.), Registration Rights Agreement (Ashford Hospitality Prime, Inc.)
Resale Shelf Registration. Subject to Section 2.9, Ashford Prime The Company shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to covering the resale sale or distribution by the Holders, on a delayed or continuous basis, including without limitation, by way of underwritten offering, block sale or other distribution plan designated by the Holders of a majority of the Registrable Securities from time to time, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) (the “Resale Shelf Registration”) by within 97 days after the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) date hereof and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission (and shall take such appropriate actions as are related thereto including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification, if necessary, under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as promptly as reasonably practicable possible after the filing thereof, andbut in any event prior to the date that is 165 days after the date hereof. Once declared effective, subject the Company shall use its reasonable best efforts to Sections 2.1(ecause (x) and 2.9, to keep such the Resale Shelf Registration Statement continuously to be effective for a period ending when all until the earlier of (i) five (5) years from January 5, 2004 and (ii) such time as the Holders own shares of Common Stock, or shares of Common Stock covered by issuable upon exercise or conversion of the Registrable Securities, which in the aggregate are less than 5% of the Company’s outstanding shares of Common Stock and the Holders may sell all of their Registrable Securities without registration pursuant to Rule 144 under the Securities Act in any and all three-month periods, and (y) subject to Section 9(j), the Resale Shelf Registration Statement are no longer Registrable Securitiesto be useable by the Holders during such entire period. In addition, if The Company shall not be obligated to take any action to effect the Resale Shelf Registration Statement in any particular jurisdiction in which the Company would be required to qualify to do business, subject itself to general taxation or execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible already qualified to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawdo business, subject to general taxation or subject to service, as the terms and conditions hereofcase may be, after effectiveness of the Resale Shelf Registration Statementin such jurisdiction, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter except as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to may be declared effective required by the Commission as promptly as reasonably practicable after the filing thereofSecurities Act.
Appears in 2 contracts
Samples: Investor Rights Agreement (Redback Networks Inc), Investor Rights Agreement (Technology Crossover Management Iv LLC)
Resale Shelf Registration. Subject (a) The Company shall, at its cost, use its reasonable best efforts to Section 2.9, Ashford Prime shall prepare and file not later as promptly as practicable (but in no event more than 54 weeks 60 days after the consummation date Closing Date (as defined in the Purchase Agreement)) with the Securities and Exchange Commission (the "Commission") and thereafter shall use its reasonable best efforts to cause to be declared effective a registration statement (the "Resale Shelf Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act") relating to the offer and sale of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Transfer Restricted Securities (“Resale Shelf Registration”as defined in Section 5 hereof) by the Holders thereof on an appropriate form for an offering from time to be made on a delayed or continuous basis pursuant to time in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Resale Shelf Registration Statement”Registration"); provided, however, that no Holder (other than the Initial Purchaser) and permitting registration of such Registrable shall be entitled to have the Securities for resale held by it covered by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement unless such Xxxxxx agrees in writing to be declared effective bound by all the Commission as promptly as reasonably practicable after the filing thereof, and, subject provisions of this Agreement applicable to Sections 2.1(esuch Holder.
(b) and 2.9, The Company shall use its reasonable best efforts to keep such the Resale Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period ending of two years from the date of its effectiveness or such shorter period that will terminate when all shares of Common Stock the Securities covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Registrable SecuritiesTransfer Restricted Securities as defined in Section 5(d) (in any such case, such period being called the "Shelf Registration Period"). In addition, if The Company shall be deemed not to have used its best efforts to keep the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and effective during the requisite period if it voluntarily takes any action (other than as contemplated by Section 2(h)) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Resale Shelf Registration Statement is and the related prospectus and any amendment or supplement thereto, as of the effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend date of the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a Piggyback Registration material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Each Holder agrees that if such Holder wishes to sell such Xxxxxx's Securities pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(d). Each Holder wishing to sell Securities pursuant to a Resale Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire (the form of which is on file and effective (subject attached as Annex A to the terms Offering Memorandum and conditions in connection with the offering of this Agreement), then Ashford Prime shall have no obligation the Debentures) to allow participation in a Piggyback Registrationthe Company prior to any intended distribution of Securities under the Resale Shelf Registration Statement. At From and after the time date the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered the Company shall, as promptly as is practicable after the date a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten is delivered, and in any event within five (105) Business Days prior after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable the Securities in accordance with applicable law. If required by applicable lawlaw and, subject if the Company shall file a post-effective amendment to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement use all reasonable efforts to cause such prospectus or post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is sixty (60) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post- effective amendment filed pursuant to Section 1(d)(i); provided, that if such Notice and Questionnaire is delivered during a period in which the use of the prospectus is suspended pursuant to Section 2(h), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the suspension period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not supplied the requisite information required by Section 1(d) as a selling securityholder in any Registration Statement or related Prospectus; provided, however, that any Holder that has subsequently supplied the requisite information required by this Section 1(d) pursuant to the provisions of this Section (whether or not such Holder has supplied the requisite information required by this Section 1(d) at the time the Resale Shelf Registration Statement not less than once was declared effective) shall be named as a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such securityholder in the Resale Shelf Registration Statement filed for such purpose to be declared effective by or related prospectus in accordance with the Commission as promptly as reasonably practicable after the filing thereofrequirements of this Section 1(d).
Appears in 1 contract
Resale Shelf Registration. Subject to Section 2.9The Company shall take the following actions:
(a) The Company shall, Ashford Prime shall prepare and file not later at its cost, as promptly as practicable (but in no event more than 54 weeks 60 days after the consummation date Closing Date, as defined under the Purchase Agreement (the "Closing Date")) file with the United States Securities and Exchange Commission (the "Commission") and thereafter shall use its best efforts to cause to be declared effective within 120 days after the Closing Date a registration statement (the "Resale Shelf Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act") relating to the offer and sale of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Transfer Restricted Securities (“Resale Shelf Registration”as defined in Section 5(d) hereof) by the Holders thereof on an appropriate form for an offering from time to be made on a delayed or continuous basis pursuant to time in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Resale Shelf Registration Statement”) and permitting registration of such Registrable Registration"); provided, however, that no Holder shall be entitled to have the Securities for resale held by it covered by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the Commission as promptly as reasonably practicable after the filing thereof, and, subject provisions of this Agreement applicable to Sections 2.1(esuch Holder.
(b) and 2.9, The Company shall use its best efforts to keep such the Resale Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the Securities, for a period ending of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all shares of Common Stock the Securities covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Registrable Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or may be sold without registration in accordance with Rule 144(k) under the Securities Act (in each case, such period being called the "Resale Shelf Registration Period"). In addition, if The Company shall be deemed not to have used its best efforts to keep the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and effective during the requisite period if it voluntarily takes any action that the Resale Shelf Registration Statement would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is effective Ashford Prime becomes eligible to use Form S-3 required by applicable law.
(or c) Notwithstanding any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject other provisions of this Agreement to the terms and conditions of this Agreement)contrary, then Ashford Prime the Company shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in cause the Resale Shelf Registration Statement and the related prospectus in such a manner and any amendment or supplement thereto, as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the effective date of such Resale Shelf Registration Statement, Ashford Prime shall file amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder and (ii) not to contain any untrue statement of a supplement material fact or omit to such prospectus state a material fact required to be stated therein or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders make the statements therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofnot misleading.
Appears in 1 contract
Resale Shelf Registration. Subject to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”a) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime The Company shall use its commercially reasonable best efforts to cause keep the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such Resale Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period ending of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all shares of Common Stock the Securities covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Registrable SecuritiesTransfer Restricted Securities as defined in Section 5(d) (in any such case, such period being called the "Shelf Registration Period"). In addition, if The Company shall be deemed not to have used its reasonable best efforts to keep the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and effective during the requisite period if it voluntarily takes any action (other than as contemplated by Section 2(h)) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(b) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Resale Shelf Registration Statement is and the related prospectus and any amendment or supplement thereto, as of the effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend date of the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a Piggyback Registration material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) Each Holder agrees that if such Holder wishes to sell such Holder's Securities pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(c). Each Holder wishing to sell Securities pursuant to a Resale Shelf Registration Statement and related prospectus agrees to deliver a Form of Selling Securityholder Notice and Questionnaire (the form of which is on file and effective (subject attached as Annex A to the terms Confidential Offering Circular dated February 22, 2001 used in connection with the offering of the Debentures) to the Company prior to any intended distribution of Securities under the Resale Shelf Registration Statement. From and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At after the time date the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered the Company shall, as promptly as is practicable after the date a duly completed and executed Notice and Questionnaire is delivered to Ashford Prime on or prior it, and in any event within 10 Business Days after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the date ten (10) Business Days prior Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable the Securities in accordance with applicable law. If required by applicable lawlaw and, subject if the Company shall file a post-effective amendment to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement use all its reasonable best efforts to cause such prospectus or post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is 60 days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to clause (i) above; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above; provided, that if such Notice and Questionnaire is delivered during a period in which the use of the prospectus is suspended pursuant to Section 2(h), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the suspension period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not supplied the requisite information required by this Section 1(c) as a selling securityholder in any Registration Statement or related Prospectus; provided, however, that any Holder that has subsequently supplied the requisite information required by this Section 1(c) pursuant to the provisions of this Section (whether or not such Holder has supplied the requisite information required by this Section 1(c) at the time the Resale Shelf Registration Statement not less than once was declared effective) shall be named as a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such securityholder in the Resale Shelf Registration Statement filed for such purpose to be declared effective by or related prospectus in accordance with the Commission as promptly as reasonably practicable after the filing thereofrequirements of this Section 1(c).
Appears in 1 contract
Resale Shelf Registration. Subject Unless the Major Sponsors instruct the Company otherwise in writing prior to Section 2.9such registration statement becoming effective, Ashford Prime shall prepare and file not later than 54 weeks after on the consummation date first day of the Transactioncalendar month immediately following the first anniversary of the IPO, or as promptly as practicable thereafter, so long as the Company is then-eligible to use any applicable short-form registration, the Company shall use its reasonable best efforts to cause a “shelf” registration statement with respect to for the resale sale or distribution by the Sponsors and other holders of Registrable Securities approved by the Majority Whitney Holders and the Majority Bain Holders of all of the Registrable Securities (“Resale Shelf Registration”) held by the Holders thereof on an appropriate form for an offering to be made such holders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 415, including by way of an underwritten offering, block sale or other distribution plan (the “Resale Shelf Registration StatementRegistration”) ), to be filed and permitting registration declared effective under the Securities Act, and, if the Company is a WKSI at the time of such Registrable Securities for resale by Resale Shelf Registration, to cause that such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration to be an Automatic Shelf Registration Statement. Ashford Prime , and once effective, the Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to remain effective (including by filing a new Resale Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Resale Shelf Registration, (ii) the date as of which there are no longer in existence any Registrable Securities covered by the Shelf Registration and (iii) an earlier date agreed to in writing by both the Majority Whitney Holders and the Majority Bain Holders. The Company shall pay all Registration Expenses in connection with the Resale Shelf Registration whether or not it has become effective. For the avoidance of doubt, nothing set forth herein shall require the Company to file the Resale Shelf Registration or any Shelf Registration or to keep effective the Resale Shelf Registration or any Shelf Registration at any time during which the Company is ineligible to use any applicable short-form registration; provided that at such time, pursuant to Section 2(c), the Company shall use its reasonable best efforts to become and remain eligible to use Short-Form Registrations and, upon the request of the Majority Whitney Holders or the Majority Bain Holders pursuant to this Section 2, the Company shall prepare and file with the Securities and Exchange Commission a registration statement or registration statements on such form that is available for the sale of the Registrable Securities that were to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep otherwise sold or distributed under such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale or Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Aveanna Healthcare Holdings, Inc.)
Resale Shelf Registration. Subject (a) The Company shall, at its cost, use its reasonable best efforts to Section 2.9, Ashford Prime file as promptly as practicable (but in no event more than 90 days after the Closing Date (as defined in the Purchase Agreement)) with the Securities and Exchange Commission (the "Commission") and thereafter shall prepare and file not use its reasonable best efforts to cause to be declared effective no later than 54 weeks 180 days after the consummation date Closing Date a registration statement (the "Resale Shelf Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act") relating to the offer and sale of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Transfer Restricted Securities (“Resale Shelf Registration”as defined in Section 5 hereof) by the Holders thereof on an appropriate form for an offering from time to be made on a delayed or continuous basis pursuant to time in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Resale Shelf Registration Statement”Registration"); provided, however, that no Holder (other than the Initial Purchaser) and permitting registration of such Registrable shall be entitled to have the Securities for resale held by it covered by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the Commission as promptly as reasonably practicable after the filing thereof, and, subject provisions of this Agreement applicable to Sections 2.1(esuch Holder.
(b) and 2.9, The Company shall use its reasonable best efforts to keep such the Resale Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period ending of two years from the date of its effectiveness or such shorter period that will terminate when all shares of Common Stock the Securities covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Registrable SecuritiesTransfer Restricted Securities as defined in Section 5(d) (in any such case, such period being called the "Shelf Registration Period"). In addition, if The Company shall be deemed not to have used its reasonable best efforts to keep the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and effective during the requisite period if it voluntarily takes any action (other than as contemplated by Section 2(h)) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Resale Shelf Registration Statement is and the related prospectus and any amendment or supplement thereto, as of the effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend date of the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a Piggyback Registration material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Each Holder agrees that if such Holder wishes to sell such Holder's Securities pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(d). Each Holder wishing to sell Securities pursuant to a Resale Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire (the form of which is on file and effective (subject attached as Annex A to the terms Offering Memorandum and conditions in connection with the offering of this Agreement), then Ashford Prime shall have no obligation the Debentures) to allow participation in a Piggyback Registrationthe Company prior to any intended distribution of Securities under the Resale Shelf Registration Statement. At From and after the time date the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered the Company shall, as promptly as is practicable after the date a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten is delivered, and in any event within five (105) Business Days prior after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable the Securities in accordance with applicable law. If required by applicable lawlaw and, subject if the Company shall file a post-effective amendment to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially all reasonable efforts to cause any such post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.effective
Appears in 1 contract
Samples: Registration Rights Agreement (Diamond Offshore Drilling Inc)
Resale Shelf Registration. Subject to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks after On the consummation date first anniversary of the Transactioninitial Public Offering or as promptly as practicable thereafter, so long as the Company is then-eligible to use any applicable Short-Form Registration, the Company shall use its reasonable best efforts to cause a “shelf” registration statement with respect to for the resale sale or distribution by the Preferred Holders, and any other Holders approved by the Sponsor Investors, of the Registrable Securities (“Resale Shelf Registration”) held by the Holders thereof on an appropriate form for an offering to be made such holders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration StatementRegistration”) ), to be filed and permitting registration declared effective under the Securities Act, and, if the Company is a WKSI at the time of such Registrable Securities for resale by Resale Shelf Registration, to cause that such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime be an Automatic Shelf Registration Statement and, once effective, the Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared remain effective (including by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such a new Resale Shelf Registration Statement continuously effective Registration, if necessary) for a period ending when on the earlier of (i) the date on which all shares of Common Stock covered by Registrable Securities included in such registration have been sold or distributed pursuant to the Resale Shelf Registration Statement and (ii) the date as of which there are no longer in existence any Registrable SecuritiesSecurities covered by the Shelf Registration. In addition, if The Company shall pay all expenses in connection with the filing and effectiveness of the Resale Shelf Registration Statement is whether or not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form)has become effective; provided, however, that Ashford Prime the Company shall use its best efforts not be required to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf pay any Registration Statement, Ashford Trust OP may participate in a Piggyback Registration Expenses for any offering of securities pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for unless such purpose offering is a Shelf Offering pursuant to be declared Section 1(e) hereof. For the avoidance of doubt, nothing set forth herein shall require the Company to file the Resale Shelf Registration or any Shelf Registration or to keep effective by the Commission as promptly as reasonably practicable after Resale Shelf Registration or any Shelf Registration at any time during which the filing thereofCompany is ineligible to use any applicable Short-Form Registration.
Appears in 1 contract
Resale Shelf Registration. Subject The Company shall use its best efforts to Section 2.9, Ashford Prime shall prepare and file not no later than 54 weeks after the consummation date of the TransactionOctober 1, 2011 a “shelf” registration statement with respect covering the sale or distribution from time to the resale of the Registrable Securities (“Resale Shelf Registration”) time by the Holders thereof on an appropriate form for an offering to be made Holders, on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act Act, including by way of an underwritten offering, block sale or other distribution plan designated by the Majority Holders, of all of the Registrable Securities (the “Resale Shelf Registration StatementRegistration”) and permitting shall use its best efforts to cause such Resale Shelf Registration to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event within forty-five (45) days after the filing of such Resale Shelf Registration with the Commission. Such Resale Shelf Registration shall be on Form S-3 or on another equivalent form providing for the registration of such Registrable Securities for resale (a “Short-Form Registration Statement”). If the Company is not eligible to use a Short-Form Registration Statement by October 1, 2011, the Company shall, upon the request of the Majority Holders, use its best efforts to file as soon as practicable, and in no event later than November 15, 2011, or such longer period as agreed by the Majority Holders in accordance with their sole discretion, a Resale Shelf Registration on Form S-1 or another equivalent form (a “Long-Form Registration Statement”) providing for the methods registration of distribution elected such Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable best efforts to cause the Resale Shelf such Long-Form Registration Statement to be declared effective by the Commission as promptly as reasonably practicable possible after the filing thereof, and, subject to Sections 2.1(ebut in any event within forty-five (45) and 2.9, to keep days after the filing of such Resale Shelf Long-Form Registration Statement continuously effective for a period ending when all shares of Common Stock covered by with the Commission. If the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale (or any Subsequent Shelf Registration Statement (as defined below)) is not made on a Long-Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime and the Company becomes eligible to use a Short-Form S-3 Registration Statement, the Company shall have the option, but not the obligation, subject to the prior written consent of the Majority Holders (which consent shall not be unreasonably withheld or any similar or successor formdelayed), Ashford Prime shall be entitled to amend the Resale Shelf convert such Long-Form Registration Statement so to a Short-Form Registration Statement. In the event the Company chooses to exercise such option, the Company shall promptly inform the Holders that it becomes the Company is eligible to use a registration statement on Short-Form S-3 Registration Statement and notify the Holders that the Company has elected to effectuate such a conversion, subject to the prior written consent of the Majority Holders (which consent shall not be unreasonably withheld or any similar or successor formdelayed); provided. Upon receipt of such consent from the Majority Holders, however, that Ashford Prime the Company shall use its best efforts to have effectuate such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofconversion without undue delay.
Appears in 1 contract
Resale Shelf Registration. Subject (a) The Company shall use its best efforts to Section 2.9, Ashford Prime shall prepare and file not no later than 54 weeks after October 1, 2011 a registration statement covering the consummation date sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the TransactionSecurities Act, a “shelf” registration statement with respect to including by way of an underwritten offering, block sale or other distribution plan designated by the resale Majority Holders, of all of the Registrable Securities (the “Resale Shelf Registration”) and shall use its best efforts to cause such Resale Shelf Registration to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event within forty-five (45) days after the filing of such Resale Shelf Registration with the Commission. Such Resale Shelf Registration shall be on Form S-3 or on another equivalent form providing for the registration of such Registrable Securities (a “Short-Form Registration Statement”). If the Company is not eligible to use a Short-Form Registration Statement by October 1, 2011, the Company shall, upon the request of the Majority Holders, use its best efforts to file as soon as practicable, and in no event later than November 15, 2011, or such longer period as agreed by the Majority Holders in their sole discretion, a Resale Shelf Registration on Form S-1 or another equivalent form (a “Long-Form Registration Statement”) providing for the registration of such Registrable Securities from time to time by the Holders thereof on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, and shall use its best efforts to cause such Long-Form Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event within forty-five (45) days after the filing of such Long-Form Registration Statement with the Commission. If the Resale Shelf Registration (or any Subsequent Shelf Registration Statement (as defined below)) is made on a Long-Form Registration Statement and the Company becomes eligible to use a Short-Form Registration Statement, the Company shall have the option, but not the obligation, subject to the prior written consent of the Majority Holders (which consent shall not be unreasonably withheld or delayed), to convert such Long-Form Registration Statement to a Short-Form Registration Statement. In the event the Company chooses to exercise such option, the Company shall promptly inform the Holders that the Company is eligible to use a Short-Form Registration Statement and notify the Holders that the Company has elected to effectuate such a conversion, subject to the prior written consent of the Majority Holders (which consent shall not be unreasonably withheld or delayed). Upon receipt of such consent from the Majority Holders, the Company shall use its best efforts to effectuate such conversion without undue delay.
(b) Once declared effective, the Company shall, subject to Section 3(h), use its reasonable best efforts to cause the Resale Shelf Registration to be continuously effective until such time as there are no longer any Registrable Securities (the “Effectiveness Period”).
(c) If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to (i) promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall use its reasonable best efforts to, within thirty (30) days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or (ii) at the option of the Company, promptly file an appropriate form additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (x) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is ninety (the “Resale 90) days after such Subsequent Shelf Registration Statement”is filed and (y) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and permitting shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders Holders.
(d) The Company shall supplement and set forth in the Resale amend any Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts if required by the rules, regulations or instructions applicable to cause the Resale registration form used by the Company for such Shelf Registration Statement to be declared effective if required by the Commission Securities Act or as reasonably requested by the Majority Holders then covered by such Shelf Registration.
(e) If a Person becomes a Holder of Registrable Securities after a Shelf Registration becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable after following delivery of written notice to the filing thereof, and, subject Company of such Person becoming a Holder and requesting for its name to Sections 2.1(e) and 2.9, be included as a selling securityholder in the prospectus related to keep such Resale the Shelf Registration Statement continuously (a “Subsequent Holder Notice”), and in any event within fifteen (15) days after such date:
(i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective for a period ending when all shares of Common Stock covered by amendment to the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement Commission so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement Holder is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such a prospectus to purchasers of the Registrable Securities in accordance with applicable law. If ; provided, however, that if a post-effective amendment is required by applicable lawthe rules and regulations of the Commission in order to permit resales by such Holder, subject the Company shall not be required to file more than one post-effective amendment or a supplement to the terms and conditions hereofrelated prospectus for such purpose in any sixty (60) day period;
(ii) if, pursuant to Section 3(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is sixty (60) days after the date such post-effective amendment is required by this Section 3(e) to be filed; and
(iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above.
(f) The Majority Holders may on one (1) occasion after the Resale Shelf Registration Statementbecomes effective deliver a written notice to the Company (the “Underwritten Take-Down Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration is intended to be conducted through an underwritten offering (the “Underwritten Take-Down”). In the event of an Underwritten Take-Down:
(i) The Majority Holders shall have the right to select the managing underwriter or underwriters to administer the offering; provided, Ashford Prime however, that such managing underwriter or underwriters shall file a supplement be reasonably acceptable to such prospectus or amendment the Company.
(ii) A sale of Registrable Securities pursuant to the Resale Shelf Registration Statement shall not less count as the one (1) permitted Underwritten Take-Down until the sale has been completed and unless Holders are able to sell at least eighty percent (80%) of the Registrable Securities requested to be included and so initially included in such Underwritten Take-Down (calculated exclusive of any overallotment option of the underwriters thereof).
(iii) Each Holder of Registrable Securities to be included in such Underwritten Take-Down and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company and the Majority Holders with the underwriter or underwriters selected for such underwriting.
(iv) Notwithstanding any other provision of this Section 3(f), if the managing underwriter or underwriters of a proposed Underwritten Take-Down advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Take-Down exceeds the number which can be sold in such Underwritten Take-Down in light of market conditions, the Registrable Securities included in such Underwritten Take-Down shall be allocated among the Holders, up to the total number of Registrable Securities the Holders have indicated in the Underwritten Take-Down Notice will be included in the Underwritten Take-Down, on a pro rata basis based on the number of Registrable Securities owned by each such Holder at the time of such determination. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters; provided, however, that if a Holder so withdraws, and the Holder’s Registrable Securities so withdrawn would have enabled Holders to sell at least eighty percent (80%) of the Registrable Securities initially requested to be included in such Underwritten Take-Down (calculated exclusive of any overallotment option of the underwriters thereof), the Holders participating in such Underwritten Take-Down shall reimburse the Company for all fees and expenses incurred by the Company in connection with any “ road show” therewith.
(g) In the event any Holder requests to participate in a Shelf Registration pursuant to this Section 3 in connection with a distribution of Registrable Securities to its partners or members, the Shelf Registration shall in the event such distribution and subsequent resale is permitted by applicable law provide for resale by such partners or members, if requested by such Holder.
(h) Notwithstanding any other provision of this Section 3, if the Board of Directors of the Company has determined in good faith that (i) the disclosure necessary for continued use of the prospectus and registration statement by the Holders would be materially detrimental to the Company or (ii) upon receipt of an Underwritten Take-Down Notice, effectuating an Underwritten Take-Down would be materially detrimental to the Company’s immediate capital raising initiatives as of such date, the Company shall have the right to suspend the use of the prospectus and the registration statement covering any Registrable Security or delay the effect of such Underwritten Take-Down, respectively, for such period of time as its use would be materially detrimental to the Company or its immediate capital raising initiatives as of such time, as applicable, by delivering written notice of such suspension to all Holders listed on the Company’s records; provided, however, that in any 12-month period the Company may exercise the right to such suspension not more than once a quarter as necessary to name as selling securityholders therein any Holders and for not more than an aggregate of ninety (90) days, other than routine blackout periods imposed on the Company’s directors and officers at the end of calendar quarters; provided, further, that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to if such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable suspension occurs after the filing thereofreceipt of an Underwritten Take-Down Notice, the Majority Holders shall be entitled to withdraw their request for an Underwritten Take-Down and, if such request is withdrawn, such registration shall not count as the one (1) permitted Underwritten Take-Down hereunder and the Company shall pay all Registration Expenses in connection with such requested Underwritten Take-Down reasonably incurred prior to the date of notice of suspension under this Section 3(h). From and after the date of a notice of suspension under this Section 3(h), each Holder agrees not to use the prospectus or registration statement until the earlier of (i) notice from the Company that such suspension has been lifted or (ii) the day following the ninetieth (90th) day of suspension within any twelve (12) month period.
Appears in 1 contract
Samples: Investor Rights Agreement (K12 Inc)
Resale Shelf Registration. Subject to Section 2.93 hereto, Ashford Prime shall prepare and the Company agrees to use commercially reasonable efforts to file with the Commission not later than 54 weeks after 12 months from the consummation date beginning of the Transaction, first full calendar month following the closing of the IPO with the Commission a “"shelf” " registration statement on Form S-3 (or, if the Company is not eligible to use Form S-3, on Form S-11 or any similar or successor form) with respect to the resale of all the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form (a "Resale Shelf Registration Statement") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementAct. Ashford Prime The Company shall use its commercially reasonable efforts to cause the such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after within 120 days following the date of filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such thereof (the "Resale Shelf Effective Date"). The Resale Shelf Registration Statement continuously effective for a period ending when all shares shall be on an appropriate form and the registration statement and any form of Common Stock covered by prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time notify the Company. The Company agrees to use its commercially reasonable efforts to provide notice to the Holders, including the form of Notice and Questionnaire attached hereto as Exhibit A, on or prior to the date five (5) Business Days prior to the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback RegistrationEffective Date. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a calendar quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Empire State Realty Trust, Inc.)
Resale Shelf Registration. Subject Section 2.1 As promptly as reasonably practicable following the Closing but in any event within 75 days after Closing or such longer period as mutually agreed by the Company and a Requisite Majority of the Holders (as defined below) in writing, the Company shall, pursuant to Section 2.9the terms of and subject to the limitations contained in this Agreement, Ashford Prime shall prepare and file not later than 54 weeks after with the consummation date of Commission a Shelf Registration Statement on Form S-3 registering the Transaction, a “shelf” registration statement with respect to the resale offering and sale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under (except if the Company is not then eligible to register for resale the Registrable Securities Act on a Shelf Registration Statement on Form S-3, then such registration shall be on a Shelf Registration Statement on Form S-1 or another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime ).
Section 2.2 The Company shall use its all commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective by the Commission as promptly soon as reasonably practicable after following the filing thereofClosing, and, subject to Sections 2.1(e) and 2.9, to keep such in any event within 120 days from Closing if the Commission notifies the Company that there will be a “review” of the Resale Shelf Registration Statement continuously Statement, or within 90 days from the Closing if the Commission notifies the Company that there will not be a “review” of the Resale Shelf Registration Statement, and to remain effective for a period ending when under the Securities Act until all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement are no longer have been sold (the “Effectiveness Period”).
Section 2.3 Pursuant to and in accordance with this Article II, the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the Registrable Securities. In addition, if including under the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during securities laws of such jurisdictions as the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime Holders shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form)reasonably request; provided, however, that Ashford Prime no such qualification shall use its best efforts be required in any jurisdiction where, as a result thereof, the Company would become subject to have general service of process or to taxation or qualification to do business in such amendment declared effective jurisdiction solely as soon a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as practicable after filing. may be necessary to apply for listing or to list the Registrable Securities on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.
Section 2.4 In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is Holder transfers Registrable Securities included on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or supplement the Resale Shelf Registration Statement as may be necessary in accordance with applicable law. If required by applicable law, subject order to the terms enable such transferee to offer and conditions hereof, after effectiveness of sell such Registrable Securities pursuant to the Resale Shelf Registration Statement, Ashford Prime ; provided that in no event shall the Company be required to file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to unless (A) such Resale Shelf Registration Statement filed for such purpose to be declared effective includes only Registrable Securities held by the Commission as promptly as reasonably practicable after Holder, Affiliates of the filing thereof.Holder or transferees of the Holder or
Appears in 1 contract
Samples: Registration Rights Agreement (Ranger Energy Services, Inc.)
Resale Shelf Registration. Subject (a) The Company shall, at its cost, use its reasonable efforts to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks (within 90 days after the consummation date Closing Date (as defined in the Purchase Agreement)) with the Securities and Exchange Commission (the "Commission") and thereafter shall use its reasonable efforts to cause to be declared effective a registration statement (the "Resale Shelf Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act") relating to the offer and sale of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Transfer Restricted Securities (“Resale Shelf Registration”as defined in Section 5 hereof) by the Holders thereof on an appropriate form for an offering from time to be made on a delayed or continuous basis pursuant to time in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Resale Shelf Registration Statement”Registration"); provided, however, that no Holder (other than the Initial Purchasers) and permitting registration of such Registrable shall be entitled to have the Securities for resale held by it covered by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the Commission as promptly as reasonably practicable after the filing thereof, andprovisions of this Agreement applicable to such Holder.
(b) The Company, subject to Sections 2.1(e) and 2.9Section 2(h), shall use its reasonable efforts to keep such the Resale Shelf Registration Statement continuously effective for a period ending of two years from the date of its effectiveness or such shorter period that will terminate when all shares of Common Stock the Securities covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Registrable SecuritiesTransfer Restricted Securities as defined in Section 5(d) (in any such case, such period being called the "Shelf Registration Period"). In addition, if The Company shall be deemed not to have used its reasonable efforts to keep the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and effective during the requisite period if it voluntarily takes any action that the Resale Shelf Registration Statement would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is effective Ashford Prime becomes eligible to use Form S-3 required by applicable law or otherwise permitted hereunder.
(or c) Notwithstanding any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject other provisions of this Agreement to the terms and conditions of this Agreement)contrary, then Ashford Prime the Company shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in cause the Resale Shelf Registration Statement and the related prospectus in such a manner and any amendment or supplement thereto, as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness effective date of the Resale Shelf Registration Statement, Ashford Prime shall file amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a supplement material fact or omit to such prospectus or amendment to the Resale Shelf Registration Statement not less than once state a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose material fact required to be declared effective by stated therein or necessary in order to make the Commission as promptly as reasonably practicable after statements therein, in light of the filing thereofcircumstances under which they were made, not misleading.
Appears in 1 contract
Resale Shelf Registration. Subject Unless the Major Sponsors instruct the Company otherwise in writing prior to Section 2.9such registration statement becoming effective, Ashford Prime shall prepare and file not later than 54 weeks after on the first day of the calendar month immediately following the first anniversary of the consummation date of the TransactionIPO, or as promptly as practicable thereafter, so long as the Company is then-eligible to use any applicable short-form registration, the Company shall use its reasonable best efforts to cause a “shelf” registration statement with respect to for the resale sale or distribution by the Sponsors and other holders of Registrable Securities approved by the Majority Whitney Holders and the Majority Bain Holders of all of the Registrable Securities (“Resale Shelf Registration”) held by the Holders thereof on an appropriate form for an offering to be made such holders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 415, including by way of an underwritten offering, block sale or other distribution plan (the “Resale Shelf Registration StatementRegistration”) ), to be filed and permitting registration declared effective under the Securities Act, and, if the Company is a WKSI at the time of such Registrable Securities for resale by Resale Shelf Registration, to cause that such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration to be an Automatic Shelf Registration Statement. Ashford Prime , and once effective, the Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to remain effective (including by filing a new Resale Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Resale Shelf Registration, (ii) the date as of which there are no longer in existence any Registrable Securities covered by the Shelf Registration and (iii) an earlier date agreed to in writing by both the Majority Whitney Holders and the Majority Bain Holders. The Company shall pay all Registration Expenses in connection with the Resale Shelf Registration whether or not it has become effective. For the avoidance of doubt, nothing set forth herein shall require the Company to file the Resale Shelf Registration or any Shelf Registration or to keep effective the Resale Shelf Registration or any Shelf Registration at any time during which the Company is ineligible to use any applicable short-form registration; provided that at such time, pursuant to Section 2(c), the Company shall use its reasonable best efforts to become and remain eligible to use Short-Form Registrations and, upon the request of the Majority Whitney Holders or the Majority Bain Holders pursuant to this Section 2, the Company shall prepare and file with the Securities and Exchange Commission a registration statement or registration statements on such form that is available for the sale of the Registrable Securities that were to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep otherwise sold or distributed under such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale or Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Aveanna Healthcare Holdings, Inc.)
Resale Shelf Registration. Subject (a) Upon becoming eligible for use of a Registration Statement on Form S-3, the Company shall, at its cost, use its reasonable best efforts to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks as promptly as is reasonably practicable after the consummation date of Company meets the Transaction, prerequisites to utilize a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Form S-3 under the Securities Act of 1933, as amended (the “"Act"), with the Securities and Exchange Commission (the "Commission") and thereafter shall use its reasonable best efforts to cause to be declared effective a registration statement (the "Resale Shelf Registration Statement”") on a Form S-3 relating to the offer and permitting registration sale of such Registrable the Transfer Restricted Securities for resale (as defined in Section 9) by such Holders the Purchaser or its permitted transferees from time to time in accordance with the methods of distribution elected by the Holders and to be set forth in the Resale Shelf Registration Statement. Ashford Prime Statement and Rule 415 under the Act (hereinafter, the "Resale Shelf Registration").
(b) The Company shall use its commercially reasonable best efforts to cause keep the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such Resale Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Purchaser or its permitted transferees for a period ending of two years from the date of its effectiveness or such shorter period that will terminate when all shares of the Common Stock Shares covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Registrable SecuritiesTransfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). In addition, if The Company shall be deemed not to have used its reasonable best efforts to keep the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and effective during the requisite period if it voluntarily takes any action (except in connection with a Blackout Period) that would result in the Purchaser or its permitted transferees holding Common Shares covered thereby not being able to offer and sell such shares during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Resale Shelf Registration Statement is and the related prospectus and any amendment or supplement thereto, as of the effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend date of the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a Piggyback Registration material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) The Purchaser agrees that if it wishes to sell its Common Shares, or to permit a transferee to sell its Common Shares, pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject related prospectus, such sales will be made in accordance with this Section 1(d). The person wishing to sell Common Shares pursuant to a Resale Shelf Registration Statement and related prospectus agrees to complete and return a customary Notice and Questionnaire in such reasonable form as may be delivered by the Company to the terms Purchaser prior to any intended distribution of Common Shares, under the Resale Shelf Registration Statement. From and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At after the time date the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered the Company shall, as promptly as is reasonably practicable after the date a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior is returned by a selling person, and in any event within fifteen (15) business days after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the date ten (10) Business Days prior Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the person delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such person to deliver such prospectus to purchasers of Registrable Securities the Common Shares in accordance with applicable law. If required by applicable lawlaw and, subject if the Company shall file a post-effective amendment to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any such post-effective amendment to be declared effective under the Act as promptly as is practicable, but in any event by the date that is sixty (60) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such selling person copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify the such selling person as promptly as is reasonably practicable after the effectiveness under the Act of any post- effective amendment filed pursuant to Section 1(d)(i); provided, that if such Notice and Questionnaire is delivered during a period in which the use of the prospectus is suspended pursuant to Section 3(e) or during a Blackout Period (as defined in Section 9), the Company shall so inform the person delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the suspension period or Blackout Period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any person if such person has not supplied the requisite information required by Section 1(d) as a selling securityholder in any Registration Statement or related prospectus; provided, however, that if such person has subsequently supplied the requisite information required by this Section 1(d) pursuant to the provisions of this Section (whether or not the Purchaser has supplied the requisite information required by this Section 1(d) at the time the Resale Shelf Registration Statement filed for was declared effective) such purpose to person will be declared effective by named as a selling securityholder in the Commission as promptly as reasonably practicable after Resale Shelf Registration Statement or related prospectus in accordance with the filing thereofrequirements of this Section 1(d).
Appears in 1 contract
Samples: Registration Rights Agreement (Dualstar Technologies Corp)
Resale Shelf Registration. Subject to Section 2.93 hereto, Ashford Prime shall prepare and the Company agrees to use commercially reasonable efforts to file with the Commission not later than 54 weeks after 12 months from the consummation date beginning of the Transaction, first full calendar month following the closing of the IPO with the Commission a “shelf” registration statement on Form S-3 (or, if the Company is not eligible to use Form S-3, on Form S-11 or any similar or successor form) with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form (a “Resale Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementAct. Ashford Prime The Company shall use its commercially reasonable efforts to cause the such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after within 120 days following the date of filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such thereof (the “Resale Shelf Effective Date”). The Resale Shelf Registration Statement continuously effective for a period ending when all shares shall be on an appropriate form and the registration statement and any form of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 prospectus included therein (or any similar prospectus supplement relating thereto) shall reflect the plan of distribution or successor form) and during method of sale as the period that Holders may from time to time notify the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback RegistrationCompany. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a calendar quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Empire State Realty Trust, Inc.)
Resale Shelf Registration. Subject (a) The Company shall, at its cost, use its reasonable best efforts to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks (within 60 days after the consummation date Closing Date (as defined in the Purchase Agreement)) with the Securities and Exchange Commission (the "Commission") and thereafter shall use its reasonable best efforts to cause to be declared effective a registration statement (the "Resale Shelf Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act") relating to the offer and sale of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Transfer Restricted Securities (“Resale Shelf Registration”as defined in Section 5 hereof) by the Holders thereof on an appropriate form for an offering from time to be made on a delayed or continuous basis pursuant to time in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Resale Shelf Registration Statement”Registration"); provided, however, that no Holder (other than the Initial Purchasers) and permitting registration of such Registrable shall be entitled to have the Securities for resale held by it covered by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the Commission as promptly as reasonably practicable after the filing thereof, andprovisions of this Agreement applicable to such Holder. 2
(b) The Company, subject to Sections 2.1(e) and 2.9Section 2(h), shall use its reasonable best efforts to keep such the Resale Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period ending of two years from the date of its effectiveness or such shorter period that will terminate when all shares of Common Stock the Securities covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Registrable SecuritiesTransfer Restricted Securities as defined in Section 5(d) (in any such case, such period being called the "Shelf Registration Period"). In addition, if The Company shall be deemed not to have used its best efforts to keep the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and effective during the requisite period if it voluntarily takes any action that the Resale Shelf Registration Statement would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is effective Ashford Prime becomes eligible to use Form S-3 required by applicable law or otherwise permitted hereunder.
(or c) Notwithstanding any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject other provisions of this Agreement to the terms and conditions of this Agreement)contrary, then Ashford Prime the Company shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in cause the Resale Shelf Registration Statement and the related prospectus in such a manner and any amendment or supplement thereto, as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness effective date of the Resale Shelf Registration Statement, Ashford Prime shall file amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a supplement material fact or omit to such prospectus or amendment to the Resale Shelf Registration Statement not less than once state a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose material fact required to be declared effective by stated therein or necessary in order to make the Commission as promptly as reasonably practicable after statements therein, in light of the filing thereofcircumstances under which they were made, not misleading.
Appears in 1 contract
