Resale Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”. (c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders). (d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended. (e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities. (f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Resale Shelf Registration. (a) On or prior to each Filing DateWithin ninety (90) days following a written request by Investor (the “Investor Request”), the Company shall prepare and (i) file with the Commission SEC a Shelf Registration Statement covering on Form F-3 (such Shelf Registration Statement shall be an ASRS to the extent that the Company is then ASR Eligible and, if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, such registration shall be on another appropriate form) or (ii) prepare an amendment to an existing and effective Registration Statement (the “Transaction Shelf Registration Statement”), in each case, with respect to the registration under the Securities Act of the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering Securities, in each case, which shall include a prospectus sufficient to be made on a continuous basis pursuant to Rule 415. Subject to permit the terms resale of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered held by the Investor; provided that, in the event the SEC does not permit such number of Registrable Securities to be registered under the Transaction Shelf Registration Statement, the number of Registrable Securities that shall be registered under the Transaction Shelf Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may shall 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the SEC. The Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all cause such Transaction Shelf Registration Statement to become effective as promptly as practicable (but in no event later than ninety (90) days following receipt of the Registrable Investor Request) and to keep the Transaction Shelf Registration Statement continuously effective subject to the Securities in accordance with Act and the SEC Guidanceprovisions of Section 1.3. The Company hereby represents that, including without limitationas of the date hereof, “Compliance and Disclosure Interpretation 612.09”it is eligible to use Form F-3 for primary offerings under General Instruction I.B(1) of Form F-3.
(cb) Notwithstanding any other provision of this Annexanything to the contrary herein, if unless the Commission or any SEC Guidance sets forth a limitation on Company has previously caused the number of Registrable Securities permitted Ordinary Shares to be registered listed on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: national securities exchange or trading system (i) first, it being acknowledged that the Company shall reduce or eliminate any securities have no obligation to be included by any Person other than so list the Ordinary Shares) and a Holder or market exists for the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Ordinary Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares not held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached of ADSs, in any registration pursuant to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Section 1.1, any Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount Securities sold pursuant thereto shall be prorated for partial thirty (30) dayin the form of ADSs.
Appears in 1 contract
Samples: Registration Rights Agreement (Sequans Communications)
Resale Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable 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 (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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). Notwithstanding the foregoing, the Effectiveness Period shall be no less than four (4) years from the Closing Date, provided that less than 90% of the Warrant Shares have been exercised and sold by the holder(s) of the Warrant(s) so exercised. The Company shall file a final Prospectus with the Commission as required by Rule 424424 with respect to each Registration Statement.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretoHolder; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to held by such Holders and warrant shares issuable to the other holdersHolders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Resale Shelf Registration. (a) On The Company shall, at its cost, use its commercially reasonable efforts to file as promptly as practicable (but in no event more than 150 days after the Closing Date (as defined in the Purchase Agreement)) with the Securities and Exchange Commission (the "Commission") and thereafter ---------- shall use commercially reasonable efforts to cause to be declared effective a registration statement (the "Shelf Registration Statement") on an ---------------------------- appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), within 220 days of the Closing Date, relating to the -------------- offer and sale of the Transfer Restricted Securities (as defined in Section 8(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf ----- Registration"); provided, however, that no Holder (other than the ------------ -------- ------- Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Transfer Restricted Securities, for a period of two (2) years (or for such longer period if extended pursuant to Section 2(h) below or by the last sentence of this Section 1(b)) from the date of its effectiveness or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities as defined in Section 8(d) hereof (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have ------------------------- used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) upon the occurrence of any event contemplated by Section 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter complies with the requirements of Section 2(h) hereof. Notwithstanding anything herein to the contrary, to the extent the Shelf Registration Statement is declared effective prior to each Filing the 180th day following the Closing Date, the period of effectiveness of such Shelf Registration Statement provided for in this Section 1(b) shall be extended by the number of days in the period from the effectiveness date of such Shelf Registration Statement to the 180th day following the Closing Date.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall prepare cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, 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 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 Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(d). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire (the form of which is attached as Annex ----- A hereto) to the Company. The Company will include in the Shelf - Registration Statement as a selling securityholder each Holder that delivers such properly completed Notice and Questionnaire as of or prior to the Closing Date. The Company will use its commercially reasonable efforts to include in the Shelf Registration Statement any Holder which fails to provide such properly completed Notice and Questionnaire as of or prior to the Closing Date but otherwise provides such properly completed Notice and Questionnaire prior to the commencement of the Shelf Registration Period. Except as described above and below, the Company shall have no obligation to include in the Shelf Registration Statement a Holder which fails to provide the Company with such properly completed Notice and Questionnaire as of or prior to the Closing Date. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a properly completed Notice and Questionnaire is delivered, and in any event within thirty (30) days after such date, (i) if required by law, file with the Commission a post- effective amendment to the Shelf Registration Statement covering or prepare and, if required by applicable law, file a supplement to the resale of all 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 Notice and Questionnaire is named a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Transfer Restricted Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annexin accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its all commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) such post-effective amendment to be declared effective under the Securities Act as promptly as possible after the filing thereofpractical, but in any event no later than by the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep date that is thirty (30) business days after the date such Registration Statement continuously post-effective under the Securities Act until all Registrable Securities covered amendment is required by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company this clause to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretofiled; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and provide such Holder copies of any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, documents filed pursuant to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holdersSection 1(d)(i); and (iii) thirdnotify 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 such prospectus is suspended pursuant to Section 2(h) hereof, the Company shall reduce Registrable Securities represented by shares of Common Stock issued so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in the Offering clauses (appliedi), in the case that if some (ii) and (iii) above upon expiration of such shares of Common Stock may be registered, suspension period. Notwithstanding anything contained herein to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event contrary, the Company amends shall be under no obligation to name any Holder that has not supplied the Registration Statement requisite information as required by and in accordance with the foregoing, the Holder shall be entitled to the rights procedures and time periods set forth in this Section 6(d1(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire selling securityholder in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the any Shelf Registration Statement is not declared effective on and related prospectus and any amendment or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) daysupplement thereto.
Appears in 1 contract
Resale Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be 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, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this AnnexAgreement, the Company shall use its commercially reasonable best efforts to cause a any Registration Statement filed under this Annex Agreement (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 applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application operation 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 file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or on such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form S-3 or on such other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Commission Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) . Notwithstanding any other provision of this AnnexAgreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Commission Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall reduce by reducing or eliminate eliminating any securities to be included by any Person other than Registrable Securities. In the event of a Holder or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) secondcutback hereunder, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(cgive the Holder at least five (5) (applied, in Trading Days prior written notice along with the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable calculations as to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) Xxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Holder shall be entitled Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or Commission Guidance provided to the rights set forth Company or to registrants of securities in Section 6(d) of this Annex with respect general, one or more registration statements on Form S-3 or on such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.
(ec) Each Holder agrees to furnish If: (i) a Registration Statement is not filed on or prior to the Filing Date, or (ii) the Company fails to file with the Commission a completed questionnaire request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of the Registration Statement within fifteen (15) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for the Registration Statement to be declared effective (unless such comments include a request for additional information concerning a Holder whose shares are registered for resale in the form attached Registration Statement and the Holder fails to this Annex as Exhibit A supply information in response to such comments(s) in sufficient time to enable the Company to respond within the prescribed time frame), or (iv) the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities.
, subject to any Allowable Grace Period; or (fvi) If if the Registration Statement is not declared effective on for any reason or before the Effectiveness Date prospectus contained therein is not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c), or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) (any such failure or breach being referred to as an “Event” ”, and for purposes of clauses (i), (iv) and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such Eventfive (5) Trading Day period is exceeded, an and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Registrable SecuritiesHolder an amount in cash, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent the product of 1.0% multiplied by the aggregate Conversion Amount (1.5%as defined in the Notes) of the such holderHolder’s investment Notes. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on every thirty a daily pro rata basis for any portion of a month prior to the cure of an Event.
(30d) day anniversary If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as the Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.
(e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) dayHolder.
Appears in 1 contract
Resale Shelf Registration. The Company agrees that, within thirty (a30) On or prior to each calendar days after the consummation of the Transaction (the “Filing DateDeadline”), the Company shall prepare and will file with the Commission SEC (at the Company’s sole cost and expense) a Registration Statement covering registration statement to register under and in accordance with the provisions of the Securities Act, the resale of all of the Registrable Securities that are not then registered (as defined below) on an effective Registration Statement for an offering to Form S-3 (which shall be made on a continuous basis filed pursuant to Rule 415415 under the Securities Act as a secondary-only registration statement), if the Company is then eligible for such short form, or any similar or successor short form registration or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long form registration (the “Registration Statement”). Subject The Company will provide a draft of the Registration Statement to Subscriber for review at least three (3) business days in advance of filing the terms of this AnnexRegistration Statement, and shall advise Subscriber upon the Registration Statement being declared effective by the SEC. The Company shall use its commercially reasonable best efforts to cause a have the Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) to be declared effective under by the Securities Act SEC as promptly soon as possible practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement earlier of (i) have been sold, thereunder sixty (60) calendar days following the Filing Deadline (or pursuant to Rule 144, or ninety (90) calendar days after the Filing Deadline if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for 10th business day after the date the Company to be is notified (orally or in compliance with the current public information requirement under Rule 144writing, as determined whichever is earlier) by the counsel SEC that the Registration Statement will not be “reviewed” or will not be subject to further comments from the Company pursuant to a written opinion letter to SEC (such effectearlier date, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness PeriodDeadline”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior if the SEC is closed for operations due to filing such amendmenta governmental shutdown, the Company Effectiveness Deadline shall be obligated to use commercially reasonable efforts to advocate with extended by the Commission for the registration same amount of all of the Registrable Securities in accordance with days that the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”remains closed for operations.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Samples: Subscription Agreement (M3-Brigade Acquisition II Corp.)
Resale Shelf Registration. (a) On The Company shall, at its cost, use its commercially reasonable efforts to 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 use commercially reasonable efforts to cause to be declared effective a registration statement (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the "SECURITIES ACT"), within 180 days of the Closing Date, relating to the offer and sale of the Transfer Restricted Notes (as defined in Section 8(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the Purchaser) shall be entitled to have the Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Transfer Restricted Notes, for a period of two (2) years (or prior for such longer period if extended pursuant to each Filing DateSection 2(h) below or by the last sentence of this Section 1(b)) from the date of its effectiveness or such shorter period that will terminate when all the Transfer Restricted Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Notes as defined in Section 8(d) hereof (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless (i) such action is required by applicable law or (ii) upon the occurrence of any event contemplated by Section 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter complies with the requirements of Section 2(h) hereof.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall prepare cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, 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 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 Transfer Restricted Notes pursuant to a Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(d). Each Holder wishing to sell Transfer Restricted Notes pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire (the form of which is attached as ANNEX A hereto) to the Company. The Company will include in the Shelf Registration Statement as a selling securityholder each Holder that delivers such properly completed Notice and Questionnaire as of or prior to the Closing Date. The Company will use its commercially reasonable efforts to include in the Shelf Registration Statement any Holder which fails to provide such properly completed Notice and Questionnaire as of or prior to the Closing Date but otherwise provides such properly completed Notice and Questionnaire prior to the commencement of the Shelf Registration Period. Except as described above and below, the Company shall have no obligation to include in the Shelf Registration Statement a Holder which fails to provide the Company with such properly completed Notice and Questionnaire as of or prior to the Closing Date. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a properly completed Notice and Questionnaire is delivered, and in any event within thirty (30) days after such date, (i) if required by law, file with the Commission a post-effective amendment to the Shelf Registration Statement covering or prepare and, if required by applicable law, file a supplement to the resale of all 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 Notice and Questionnaire is named a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this AnnexTransfer Restricted Notes in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its all commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) such post-effective amendment to be declared effective under the Securities Act as promptly as possible after the filing thereofpractical, but in any event no later than by the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep date that is thirty (30) business days after the date such Registration Statement continuously post-effective under the Securities Act until all Registrable Securities covered amendment is required by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company this clause to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretofiled; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and provide such Holder copies of any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, documents filed pursuant to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holdersSection 1(d)(i); and (iii) thirdnotify 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 such prospectus is suspended pursuant to Section 2(h) hereof, the Company shall reduce Registrable Securities represented by shares of Common Stock issued so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in the Offering clauses (appliedi), in the case that if some (ii) and (iii) above upon expiration of such shares of Common Stock may be registered, suspension period. Notwithstanding anything contained herein to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event contrary, the Company amends shall be under no obligation to name any Holder that has not supplied the Registration Statement requisite information as required by and in accordance with the foregoing, the Holder shall be entitled to the rights procedures and time periods set forth in this Section 6(d1(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire selling securityholder in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the any Shelf Registration Statement is not declared effective on and related prospectus and any amendment or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) daysupplement thereto.
Appears in 1 contract
Resale Shelf Registration. (a) On or prior to each Filing Date, the The Company shall prepare and file with the Commission a Registration Statement registration statement 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 that are on Form S-3 (except if the Company is not then registered eligible to register for resale the Registrable Securities on an effective Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) (the "Resale Shelf Registration") within 97 days after the date hereof and shall cause the Resale Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to declared effective by the terms of this Annex, the Company Commission (and shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 Section 3(c)) to be declared effective 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 possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Datedate that is 165 days after the date hereof. Once declared effective, and the Company shall use its commercially reasonable best efforts to keep cause (x) the Resale Shelf Registration to be effective until the earlier of (i) five (5) years from January 5, 2004 and (ii) such Registration Statement continuously effective time as the Holders own shares of Common Stock, or shares of Common Stock 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 until in any and all Registrable Securities covered by such three-month periods, and (y) subject to Section 9(j), the Resale Shelf Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, 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, as determined useable by the counsel to the Company pursuant to a written opinion letter to Holders during such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”)entire period. The Company shall file a final Prospectus with not be obligated to take any action to effect the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth Resale Shelf Registration in Section 2(a), if the Commission informs any particular jurisdiction in which the Company that all 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 Registrable Securities cannotCompany is already qualified to do business, subject to general taxation or subject to service, as a result of the application of Rule 415case may be, in such jurisdiction, except as may 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”Act.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Samples: Investor Rights Agreement (Technology Crossover Management Iv LLC)
Resale Shelf Registration. (a) On or prior to each Filing DateWithin ninety (90) days following the date of this Agreement, the Company shall prepare and (i) file with the Commission SEC a Shelf Registration Statement covering on Form F-3 (such Shelf Registration Statement shall be an ASRS to the extent that the Company is then ASR Eligible and, if the Company is not then eligible to register the resale of the Registrable Securities on Form F-3, such registration shall be on another appropriate form) or (ii) prepare an amendment to an existing and effective Registration Statement (the “Transaction Shelf Registration Statement”), in each case, with respect to the registration under the Securities Act of the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on Securities, in each case, which shall include a continuous basis pursuant to Rule 415. Subject to prospectus with a plan of distribution approved in advance by the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable Effectiveness Date, Investors and shall use its commercially reasonable best efforts be sufficient to keep such Registration Statement continuously effective under permit the Securities Act until resale of all Registrable Securities covered pursuant to the Investor’s intended method of disposition (including the resale of Registrable Securities into an existing trading market at other than a fixed price as permitted by Rule 415(a)(4); provided that, in the event the SEC does not permit such number of Registrable Securities to be registered under the Transaction Shelf Registration Statement, the number of Registrable Securities that shall be registered under the Transaction Shelf Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may shall 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) SEC. Notwithstanding any other provision of this Annex, Agreement 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 offeringStatement, unless otherwise directed in writing by a Holder an Investor as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall first reduce or eliminate any securities to be included by any Person other than Registrable Securities. In the event of a Holder or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) secondcutback hereunder, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to give each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) dayInvestor at least five
Appears in 1 contract
Samples: Registration Rights Agreement (Sequans Communications)
Resale Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not then already registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify. Subject to the terms of this AnnexAgreement, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) Agreement to be declared effective under by the Securities Act Commission as promptly soon as possible after the filing thereofpractical, but in any event no later than the applicable 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 the earlier of (i) such time as all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, publicly sold by Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424424 with respect to each Registration Statement.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the CommissionCommission and/or (ii) withdraw the Registration Statement and file one or more new registration statements (together, the “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendmentamendment or New Registration Statement, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “the Compliance and Disclosure Interpretation 612.09”612.09 with respect to the Securities Act Rule 415, dated January 26, 2009, compiled by the Commission’s Division of Corporate Finance.
(c) Notwithstanding any other provision of this AnnexAgreement, 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 a Holder as to its Registrable Securities, 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 by Registrable Securities not acquired pursuant to be included by any Person other than a Holder or the warrant shares set forth on Schedule 2(c) attached heretoSubscription Agreement; (ii) second, the Company shall reduce by Registrable Securities represented by Holders of Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the such Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to held by such Holders and warrant shares issuable to the other holdersHolders); and (iii) third, the Company shall reduce by Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended[RESERVED.]
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form Selling Stockholder Questionnaire attached to this Annex hereto as Exhibit A (on the “date hereof. Prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify Holder of the information the Company requires from Holder other than the information contained in the Selling Stockholder Questionnaire”, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) concurrently with Trading Days prior to the Holder’s subscription applicable anticipated filing date. Holder further agrees that it shall not be entitled to be named as a selling stockholder in the Registration Statement or use a Prospectus for offers and resales of Registrable Securities at any time, unless Holder has returned to the Registrable SecuritiesCompany a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information in the time frame and as described in the previous sentence. Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(e) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.
(f) If In its sole discretion, the Company may undertake to register the Registrable Securities on Form S-3 after such form is available to the Company, provided that the Company shall maintain the effectiveness of the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of then in effect until such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not time as a penalty, an amount equal Registration Statement on Form S-3 covering the Registrable Securities has been declared by the Commission to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash be or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) dayotherwise becomes effective.
Appears in 1 contract
Samples: Registration Rights Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Resale Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable 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 (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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424424 with respect to each Registration Statement.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretoHolder; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to held by such Holders and warrant shares issuable to the other holdersHolders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Resale Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering unless such Holder agrees in writing to be made on a continuous basis pursuant to Rule 415. Subject to bound by all the terms provisions of this Annex, the Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such the Shelf Registration Statement continuously effective under in order to permit the Securities Act until prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period 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 Registrable the Securities covered by such the Shelf Registration Statement (i) have been sold, thereunder or sold pursuant to Rule 144, thereto or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without are no longer Transfer Restricted Securities as defined in Section 5(d) hereof (in any such case, such period being called the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”"SHELF REGISTRATION PERIOD"). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 deemed not to promptly inform each of the Holders thereof and use have used its commercially reasonable efforts to file amendments to keep the Shelf Registration Statement as effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii) upon the Commissionoccurrence of any event contemplated by Section 2(b)(v) below, covering the maximum number of Registrable Securities permitted to be registered such action is taken by the Commission, on such other form available to register Company in good faith and for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, valid business reasons and the Company shall be obligated to use commercially reasonable efforts to advocate thereafter complies with the Commission for the registration requirements of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”Section 2(h) hereof.
(c) Notwithstanding any other provision provisions of this Annex, if Agreement to 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 a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) firstcontrary, the Company shall reduce cause the Shelf Registration Statement and the related prospectus and any amendment or eliminate any securities supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to be included by any Person other than a Holder or comply in all material respects with the warrant shares set forth on Schedule 2(c) attached hereto; applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) second, not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (appliedstatements therein, in light of the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registeredcircumstances under which they were made, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders)not misleading.
(d) In 1(d)(i); provided, that if such Notice and Questionnaire is delivered during a period in which the event use of such prospectus is suspended pursuant to Section 2(h) hereof, the Company amends 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 such 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 Shelf Registration Statement and related prospectus and any amendment or supplement thereto; 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 1(d) (whether or not such Holder has supplied the requisite information required by this Section 1(d) at the time the Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement or related prospectus in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) requirements of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amendedSection 1(d).
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Samples: Registration Rights Agreement (Brooks Automation Inc)
Resale Shelf Registration. (a) On The Company shall, at its cost, use its commercially reasonable efforts to 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 use commercially reasonable efforts to cause to be declared effective a registration statement (the "Shelf Registration ------------------ Statement") on an appropriate form under the Securities Act of 1933, as --------- amended (the "Securities Act"), within 180 days of the Closing Date, -------------- relating to the offer and sale of the Transfer Restricted Notes (as defined in Section 8(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than ------------------ -------- ------- the Purchaser) shall be entitled to have the Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Transfer Restricted Notes, for a period of two (2) years (or prior for such longer period if extended pursuant to each Filing DateSection 2(h) below or by the last sentence of this Section 1(b)) from the date of its effectiveness or such shorter period that will terminate when all the Transfer Restricted Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Notes as defined in Section 8(d) hereof (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used ------------------------- its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless (i) such action is required by applicable law or (ii) upon the occurrence of any event contemplated by Section 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter complies with the requirements of Section 2(h) hereof.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall prepare cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, 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 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 Transfer Restricted Notes pursuant to a Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(d). Each Holder wishing to sell Transfer Restricted Notes pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire (the form of which is attached as Annex ----- A hereto) to the Company. The Company will include in the Shelf - Registration Statement as a selling securityholder each Holder that delivers such properly completed Notice and Questionnaire as of or prior to the Closing Date. The Company will use its commercially reasonable efforts to include in the Shelf Registration Statement any Holder which fails to provide such properly completed Notice and Questionnaire as of or prior to the Closing Date but otherwise provides such properly completed Notice and Questionnaire prior to the commencement of the Shelf Registration Period. Except as described above and below, the Company shall have no obligation to include in the Shelf Registration Statement a Holder which fails to provide the Company with such properly completed Notice and Questionnaire as of or prior to the Closing Date. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a properly completed Notice and Questionnaire is delivered, and in any event within thirty (30) days after such date, (i) if required by law, file with the Commission a post-effective amendment to the Shelf Registration Statement covering or prepare and, if required by applicable law, file a supplement to the resale of all 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 Notice and Questionnaire is named a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this AnnexTransfer Restricted Notes in accordance with applicable law and, if the Company shall file a post- effective amendment to the Shelf Registration Statement, use its all commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) such post-effective amendment to be declared effective under the Securities Act as promptly as possible after the filing thereofpractical, but in any event no later than by the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep date that is thirty (30) business days after the date such Registration Statement continuously post-effective under the Securities Act until all Registrable Securities covered amendment is required by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company this clause to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretofiled; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and provide such Holder copies of any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, documents filed pursuant to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holdersSection 1(d)(i); and (iii) thirdnotify 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 such prospectus is suspended pursuant to Section 2(h) hereof, the Company shall reduce Registrable Securities represented by shares of Common Stock issued so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in the Offering clauses (appliedi), in the case that if some (ii) and (iii) above upon expiration of such shares of Common Stock may be registered, suspension period. Notwithstanding anything contained herein to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event contrary, the Company amends shall be under no obligation to name any Holder that has not supplied the Registration Statement requisite information as required by and in accordance with the foregoing, the Holder shall be entitled to the rights procedures and time periods set forth in this Section 6(d1(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire selling securityholder in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the any Shelf Registration Statement is not declared effective on and related prospectus and any amendment or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) daysupplement thereto.
Appears in 1 contract
Resale Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretoHolder; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to held by such Holders and warrant shares issuable to the other holdersHolders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not filed on or before the Filing Date or not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, Securities an amount in cash equal to one and one-half of one percent (1.50.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Filing Date or Effectiveness Date failure until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereofcured. The payment amount shall be prorated for partial thirty (30) dayday periods. The maximum aggregate amount of payments to be made by the Company as the result of such failures, whether by reason of a Filing Date failure, Effectiveness Date failure or any combination thereof, shall be an amount equal to six (6%) of each holder’s investment amount. Notwithstanding the foregoing, no payments shall be owed with respect to any period during which all of the holder’s Registrable Securities may be sold by such holder under Rule 144 or pursuant to another exemption from registration. Moreover, no such payments shall be due and payable with respect to any Registrable Securities the Company is unable to register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act.
Appears in 1 contract
Samples: Subscription Agreement (LabStyle Innovations Corp.)
Resale Shelf Registration. (a) On The Company shall, at its cost, use its commercially reasonable efforts to 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 use commercially reasonable efforts to cause to be declared effective a registration statement (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the "SECURITIES ACT"), within 180 days of the Closing Date, relating to the offer and sale of the Transfer Restricted Notes (as defined in Section 8(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the Purchaser) shall be entitled to have the Notes held by it covered by such Shelf Registration Statement unless such Xxxxxx agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Transfer Restricted Notes, for a period of two (2) years (or prior for such longer period if extended pursuant to each Filing DateSection 2(h) below or by the last sentence of this Section 1(b)) from the date of its effectiveness or such shorter period that will terminate when all the Transfer Restricted Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Notes as defined in Section 8(d) hereof (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless (i) such action is required by applicable law or (ii) upon the occurrence of any event contemplated by Section 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter complies with the requirements of Section 2(h) hereof.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall prepare cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, 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 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 Transfer Restricted Notes pursuant to a Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(d). Each Holder wishing to sell Transfer Restricted Notes pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire (the form of which is attached as ANNEX A hereto) to the Company. The Company will include in the Shelf Registration Statement as a selling securityholder each Holder that delivers such properly completed Notice and Questionnaire as of or prior to the Closing Date. The Company will use its commercially reasonable efforts to include in the Shelf Registration Statement any Holder which fails to provide such properly completed Notice and Questionnaire as of or prior to the Closing Date but otherwise provides such properly completed Notice and Questionnaire prior to the commencement of the Shelf Registration Period. Except as described above and below, the Company shall have no obligation to include in the Shelf Registration Statement a Holder which fails to provide the Company with such properly completed Notice and Questionnaire as of or prior to the Closing Date. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a properly completed Notice and Questionnaire is delivered, and in any event within thirty (30) days after such date, (i) if required by law, file with the Commission a post-effective amendment to the Shelf Registration Statement covering or prepare and, if required by applicable law, file a supplement to the resale of all 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 Notice and Questionnaire is named a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this AnnexTransfer Restricted Notes in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its all commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) such post-effective amendment to be declared effective under the Securities Act as promptly as possible after the filing thereofpractical, but in any event no later than by the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep date that is thirty (30) business days after the date such Registration Statement continuously post-effective under the Securities Act until all Registrable Securities covered amendment is required by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company this clause to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretofiled; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and provide such Holder copies of any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, documents filed pursuant to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holdersSection 1(d)(i); and (iii) thirdnotify 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 such prospectus is suspended pursuant to Section 2(h) hereof, the Company shall reduce Registrable Securities represented by shares of Common Stock issued so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in the Offering clauses (appliedi), in the case that if some (ii) and (iii) above upon expiration of such shares of Common Stock may be registered, suspension period. Notwithstanding anything contained herein to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event contrary, the Company amends shall be under no obligation to name any Holder that has not supplied the Registration Statement requisite information as required by and in accordance with the foregoing, the Holder shall be entitled to the rights procedures and time periods set forth in this Section 6(d1(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire selling securityholder in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the any Shelf Registration Statement is not declared effective on and related prospectus and any amendment or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) daysupplement thereto.
Appears in 1 contract
Samples: Purchase Agreement (Citigroup Inc)
Resale Shelf Registration. (a) On The Company shall, at its cost, use its reasonable best efforts to 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 use its reasonable best efforts to cause to be declared effective no later than 180 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 Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time 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"); provided, however, that no Holder (other than the Purchaser) shall be entitled to have the Securities held by it covered by such Resale Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep 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 of two years from the date of its effectiveness or prior such shorter period that will terminate when all the Securities covered by the Resale Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities as defined in Section 5(d) (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to each Filing Datehave used its best efforts to keep the Resale Shelf Registration Statement 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 prepare cause the Resale Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Resale Shelf Registration Statement, 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 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 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 attached as Annex A to the Offering Circular dated June 20, 2000 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 after the date the Resale Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement covering or prepare and, if required by applicable law, file a supplement to the resale of all 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 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 such Holder to deliver such prospectus to purchasers of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annexin accordance with applicable law and, if the Company shall file a post-effective amendment to the Resale Shelf Registration Statement, use its commercially all reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) such post-effective amendment to be declared effective under the Securities Act as promptly as possible after the filing thereofis practicable, but in any event no later than by the applicable Effectiveness Date, 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 Section 1(d)(i); and shall use its commercially reasonable best efforts to keep (iii) notify such Registration Statement continuously effective Holder as promptly as practicable after the effectiveness under the Securities Act until all Registrable Securities covered by of any post-effective amendment filed pursuant to Section 1(d)(i); provided, that if such Registration Statement 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) have been sold), thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without (iii) above upon expiration of the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel suspension period. Notwithstanding anything contained herein to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 statementcontrary, the Company agrees shall be under no obligation to promptly inform each of name any Holder that has not supplied the Holders thereof and use its commercially reasonable efforts to file amendments to the requisite information required by Section 1(d) as a selling securityholder in any Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offeringor related Prospectus; provided, however, that prior any Holder that has subsequently supplied the requisite information required by this Section 1(d) pursuant to filing the provisions of this Section (whether or not such amendment, Holder has supplied the Company requisite information required by this Section 1(d) at the time the Resale Shelf Registration Statement was declared effective) shall be obligated to use commercially reasonable efforts to advocate with named as a selling securityholder in the Commission for the registration of all of the Registrable Securities Resale Shelf Registration Statement or related prospectus in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision requirements of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such HoldersSection 1(d).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Resale Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable 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 144144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424424 with respect to each Registration Statement.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretoHolder; and (ii) second, the Company shall reduce Registrable Securities represented by Warrant Underlying Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Underlying Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares Underlying Shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in customary form provided by the form attached Company prior to this Annex as Exhibit A inclusion of such Holder’s Registrable Securities in a Registration Statement (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities).
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Samples: Securities Purchase Agreement (Legacy Education Alliance, Inc.)
Resale Shelf Registration. (a) On or prior The Company shall, at its cost, use its reasonable best efforts to each Filing Date, file as promptly as is reasonably practicable after the Company shall prepare and file meets the prerequisites to utilize a Form S-3 under the Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange Commission a Registration Statement covering (the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company "Commission") and thereafter shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) to be declared effective a registration statement (the "Resale Shelf Registration Statement") on a Form S-3 relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 9) by the Investor or its transferees (or in the case of Access Rights Shares, its affiliates) or TIG from time to time in accordance with the methods of distribution set forth in the Resale Shelf Registration Statement and Rule 415 under the Securities Act as promptly as possible after (hereinafter, the filing thereof, but in any event no later than the applicable Effectiveness Date, and "Resale Shelf Registration").
(b) The Company shall use its commercially reasonable best efforts to keep such the Resale Shelf Registration Statement continuously effective under in order to permit the Securities Act until prospectus included therein to be lawfully delivered by the Investor or its transferees (or, in the case of Access Rights Shares, its affiliates) or TIG for a period of two years from the date of its effectiveness or such shorter period that will terminate when all Registrable Securities the Warrant Shares, Access Rights Shares and TIG Shares covered by such the Resale Shelf Registration Statement (i) have been sold, thereunder or sold pursuant to Rule 144, thereto or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without are no longer Transfer Restricted Securities (in any such case, such period being called the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness "Shelf Registration Period”"). The Company shall file be deemed not to have used its reasonable best efforts to keep the Resale Shelf Registration Statement effective during the requisite period if it voluntarily takes any action (except in connection with a final Prospectus with Blackout Period) that would result in the Commission as Investor or its transferees (or, in the case of Access Rights Shares, its affiliates) or TIG holding Warrant Shares, Access Rights Shares or TIG Shares covered thereby not being able to offer and sell such shares during that period, unless such action is required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”applicable law.
(c) Notwithstanding any other provision provisions of this Annex, if Agreement to 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 a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) firstcontrary, the Company shall reduce cause the Resale Shelf Registration Statement and the related prospectus and any amendment or eliminate any securities supplement thereto, as of the effective date of the Resale Shelf Registration Statement, amendment or supplement, (i) to be included by any Person other than a Holder or comply in all material respects with the warrant shares set forth on Schedule 2(c) attached hereto; applicable requirements of the Act and the rules and regulations of the Commission and (ii) second, not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (appliedstatements therein, in light of the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registeredcircumstances under which they were made, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders)not misleading.
(d) In Each of the event Investor and TIG agrees that if it wishes to sell its Warrant Shares, or to permit a transferee or affiliate to sell its Warrant Shares or its Access Rights Shares (as the Company amends the case may be), pursuant to a Resale Shelf Registration Statement and related prospectus, such sales will be made in accordance with this Section 1(d). The person wishing to sell Warrant Shares or Access Rights Shares or TIG 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 foregoing, the Holder shall be entitled Company to the rights set forth in Section 6(d) Investor or TIG prior to any intended distribution of this Annex with respect to those Registrable Securities that were not registered for resale on Warrant Shares, Access Rights Shares or TIG Shares under the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) dayResale
Appears in 1 contract
Samples: Registration Rights Agreement (Dualstar Technologies Corp)
Resale Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not then already registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify. Subject to the terms of this AnnexAgreement, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) Agreement to be declared effective under by the Securities Act Commission as promptly soon as possible after the filing thereofpractical, but in any event no later than the applicable 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 the earlier of (i) such time as all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, publicly sold by Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424424 with respect to each Registration Statement.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the CommissionCommission and/or (ii) withdraw the Registration Statement and file one or more new registration statements (together, the “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendmentamendment or New Registration Statement, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “the Compliance and Disclosure Interpretation 612.09”612.09 with respect to the Securities Act Rule 415, dated January 26, 2009, compiled by the Commission’s Division of Corporate Finance.
(c) Notwithstanding any other provision of this AnnexAgreement, 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 a Holder as to its Registrable Securities, 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 by Registrable Securities not acquired pursuant to be included by any Person other than a Holder or the warrant shares set forth on Schedule 2(c) attached heretoSubscription Agreement; (ii) second, the Company shall reduce by Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the such Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to held by such Holders and warrant shares issuable to the other holdersHolders); and (iii) third, the Company shall reduce by Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended[RESERVED.]
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form Selling Stockholder Questionnaire attached to this Annex hereto as Exhibit A (on the “date hereof. Prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify Holder of the information the Company requires from Holder other than the information contained in the Selling Stockholder Questionnaire”, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) concurrently with Trading Days prior to the Holder’s subscription applicable anticipated filing date. Holder further agrees that it shall not be entitled to be named as a selling stockholder in the Registration Statement or use a Prospectus for offers and resales of Registrable Securities at any time, unless Holder has returned to the Registrable SecuritiesCompany a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information in the time frame and as described in the previous sentence. Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(e) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.
(f) If In its sole discretion, the Company may undertake to register the Registrable Securities on Form S-3 after such form is available to the Company, provided that the Company shall maintain the effectiveness of the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of then in effect until such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not time as a penalty, an amount equal Registration Statement on Form S-3 covering the Registrable Securities has been declared by the Commission to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash be or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) dayotherwise becomes effective.
Appears in 1 contract
Samples: Registration Rights Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Resale Shelf Registration. (a) On or prior to each Filing Date, the The Company shall prepare and file with on the Commission date hereof (or if this Agreement is executed during a Blackout Period, within one business day following the termination of such Blackout Period) a Registration Statement covering on Form S-3ASR (or solely if the Company is not eligible to file a Form S-3ASR, a Form S-3) with the SEC in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) (a “Resale Shelf Registration”) registering the resale of all of the Registrable Securities that are by the Holders, and, if such Resale Shelf Registration is not then registered on an automatically effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annexupon filing, the Company shall use its commercially reasonable best efforts to cause a such Resale Shelf Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) to be declared effective under the Securities Exchange Act as promptly soon as possible practicable after filing. For the filing thereofavoidance of doubt, but in if permitted under the Securities Act, any event no later than the applicable Effectiveness Date, and such Resale Shelf Registration shall be one that is automatically effective upon filing. The Company shall keep a Resale Shelf Registration effective with respect to any particular Registrable Securities for so long as such securities continue to be Registrable Securities hereunder. The Company shall use its commercially reasonable best efforts to keep such convert a Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such on Form S-3ASR or Form S-3, as applicable, to a Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, 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 on Form S-1 as promptly as practicable in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the becomes ineligible to use a Registration Statement in accordance with on Form S-3ASR or Form S-3. For the foregoingavoidance of doubt, the Holder shall be entitled any offers or sales of Registrable Securities pursuant to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the applicable Prospectus and Registration Statement is not declared effective on may be made by, and pursuant to, any method or before combination of methods legally available to (and requested by) the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) dayapplicable Holder.
Appears in 1 contract
Resale Shelf Registration. (a) On or prior The Company agrees to each Filing Date, register the resale of the Shares under the Securities Act by including the Shares in the first registration statement filed by the Company shall prepare and file with the Securities and Exchange Commission a Registration Statement (the “Commission”) covering the resale of all of the Registrable Securities that are not then registered on an effective “Redemption Shares” (as defined in the Partnership Agreement) (such registration statement is referred to herein as the “Resale Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Statement”). Subject to the terms of this AnnexIn connection therewith, the Company shall shall: (a) use its commercially reasonable best efforts to cause a have the Resale Shelf Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act Act; (b) register or qualify the Shares under the securities or blue sky laws of such jurisdictions within the United States as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Daterequired by law, and do such other reasonable acts and things as may be required of it to enable Purchaser to consummate the sale or other disposition in such jurisdictions of Shares, provided, however, that the Company shall use its commercially reasonable best efforts not be required to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder qualify as a foreign corporation or pursuant consent to Rule 144, a general or unlimited service or process in any jurisdictions in which it would not otherwise be required to be qualified or so consent 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, qualify 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 dealer in securities; and (c) otherwise use its commercially reasonable efforts to file amendments comply with all applicable rules and regulations of the Commission in connection with the Resale Shelf Registration Statement, including supplementing or amending the Resale Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act or rules and regulations thereunder for the Resale Shelf Registration Statement. In connection with and as a condition to the Company’s obligations with respect to the filing of the Resale Shelf Registration Statement, Purchaser agrees with the Company that: (x) it will provide in a timely manner to the Company such information with respect to Purchaser as reasonably required to complete such Registration Statement or as otherwise required to comply with applicable securities laws and regulations; and (y) it will not offer or sell the Shares pursuant to such Registration Statement until the Shares have been included in such Registration Statement and Purchaser has received notice that such Registration Statement, or any post-effective amendment thereto, has been declared effective by the Commission, covering the maximum number of Registrable Securities permitted such notice to be registered have been satisfied by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with posting by the Commission for the registration on xxx.xxx.xxx of all a notice of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”effectiveness.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Annex as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities.
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Samples: Stock Purchase Agreement (Summit Hotel Properties, Inc.)
Resale Shelf Registration. (a) On or prior to each Filing DateWithin ninety (90) days following a written request by Investor (the “Investor Request”), the Company shall prepare and (i) file with the Commission SEC a Shelf Registration Statement covering on Form F-3 (such Shelf Registration Statement shall be an ASRS to the extent that the Company is then ASR Eligible and, if the Company is not then eligible to register the resale of the Registrable Securities on Form F-3, such registration shall be on another appropriate form) or (ii) prepare an amendment to an existing and effective Registration Statement (the “Transaction Shelf Registration Statement”), in each case, with respect to the registration under the Securities Act of the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on Securities, in each case, which shall include a continuous basis pursuant to Rule 415. Subject to prospectus with a plan of distribution approved in advance by the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable Effectiveness Date, Investor and shall use its commercially reasonable best efforts be sufficient to keep such Registration Statement continuously effective under permit the Securities Act until resale of all Registrable Securities covered pursuant to the Investor’s intended method of disposition (including the resale of Registrable Securities into an existing trading market at other than a fixed price as permitted by Rule 415(a)(4); provided that, in the event the SEC does not permit such number of Registrable Securities to be registered under the Transaction Shelf Registration Statement, the number of Registrable Securities that shall be registered under the Transaction Shelf Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may shall 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) SEC. Notwithstanding any other provision of this Annex, Agreement 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 offeringStatement, unless otherwise directed in writing by a Holder the Investor as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall first reduce or eliminate any securities to be included by any Person other than Registrable Securities. In the event of a Holder or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) secondcutback hereunder, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(cgive the Investor at least five (5) (applied, in Business Days prior written notice along with the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce excluded Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders).
(d) Securities. In the event the Company amends the Transaction Registration Statement or otherwise excludes Registrable Securities in accordance with the foregoing, the Holder Company shall be entitled use its commercially reasonable efforts to file with the rights set forth in Section 6(d) of this Annex with respect SEC, as promptly as possible, one or more Registration Statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Transaction Registration Statement, as amended, which shall also be deemed a Transaction Shelf Registration Statement hereunder. The Company shall use its commercially reasonable efforts to cause such Transaction Shelf Registration Statement to become effective as promptly as practicable (but in no event later than one hundred twenty (120) days following receipt of the Investor Request) and to keep the Transaction Shelf Registration Statement continuously effective subject to the Securities Act and the provisions of Section 1.3. The Company hereby represents that, as of the date hereof, it is eligible to use Form F-3 for primary offerings under General Instruction I.B(1) of Form F-3.
(eb) Each Holder agrees to furnish Notwithstanding anything to the contrary herein, unless the Company has previously caused the Ordinary Shares to be listed on a completed questionnaire national securities exchange or trading system (it being acknowledged that the Company shall have no obligation to so list the Ordinary Shares) and a market exists for the Ordinary Shares not held in the form attached of ADSs, in any registration pursuant to this Annex as Exhibit A (Section 1.1, any Registrable Securities sold pursuant thereto shall be in the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securitiesform of ADSs.
(fc) If the Transaction Shelf Registration Statement is not declared filed under Section 1.1(a) or any Registration Statement filed under this Section 1.1(c) ceases to be effective on or before for any reason at any time during the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”)Period, the Company shall pay use its commercially reasonable efforts to each holder obtain the prompt withdrawal of Registrable Securitiesany order suspending the effectiveness thereof, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every in any event shall within thirty (30) day anniversary days of such Event Date until cessation of effectiveness amend such failure Registration Statement in a manner designed to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the Registrable Securities covered by and not sold under the Transaction Shelf Registration Statement. If such a Registration Statement is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount filed, the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after such filing and to keep such Registration Statement continuously effective during the Effectiveness Period, and such Registration Statement shall be prorated for partial thirty (30) daydeemed a Transaction Shelf Registration Statement hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sequans Communications)
Resale Shelf Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (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 applicable 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 144144 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, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424424 with respect to each Registration Statement.
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the 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 file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”.
(c) Notwithstanding any other provision of this Annex, 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 a Holder as to its Registrable Securities, 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 or the warrant shares set forth on Schedule 2(c) attached heretoHolder; and (ii) second, the Company shall reduce Registrable Securities represented by Warrant Underlying Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Underlying Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Holders and warrant shares issuable to the other holders); and (iii) third, the Company shall reduce Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares Underlying Shares held by such Holders).
(d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 6(d) of this Annex with respect to those Registrable Securities that were not registered for resale on the Registration Statement, as amended.
(e) Each Holder agrees to furnish to the Company a completed questionnaire in customary form provided by the form attached Company prior to this Annex as Exhibit A inclusion of such Hxxxxx’s Registrable Securities in a Registration Statement (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities).
(f) If the Registration Statement is not declared effective on or before the Effectiveness Date (an “Event” and the date of such Event, an “Event Date”), the Company shall pay to each holder of Registrable Securities, as partial liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (30) day
Appears in 1 contract
Samples: Securities Purchase Agreement (Legacy Education Alliance, Inc.)
