Securities Exchange Act Registration. (a) The Company will maintain effective a registration statement (containing such information and documents as the Commission shall specify and otherwise complying with the Securities Exchange Act), under Section 12(b) or Section 12(g), whichever is applicable, of the Securities Exchange Act, with respect to the Common Stock of the Company, and the Company will file on time such information, documents and reports as the Commission may require or prescribe for companies whose stock has been registered pursuant to such Section 12(b) or Section 12(g), whichever is applicable.
(b) The Company will, upon the request of any holder of Shares, make whatever other filings with the Commission, or otherwise make generally available to the public such financial and other information, as any such holder may deem reasonably necessary or desirable in order to enable such holder to be permitted to sell Shares pursuant to the provisions of Rule 144.
Securities Exchange Act Registration. At any time that the Company either files and such filing becomes effective, or is required to file, a registration statement with respect to Common Stock of the Company under Section 5 of the Securities Act or Section 12(b) or Section 12(g) of the Securities Exchange Act, then thereafter:
(a) The Company will maintain effective a registration statement (containing such information and documents as the Commission shall specify and otherwise complying with the Securities Exchange Act) with respect to the Common Stock of the Company under Section 12(b) or Section 12(g), whichever is applicable, of the Securities Exchange Act and will file on time such information, documents and reports as the Commission may require or prescribe for companies whose stock has been registered pursuant to such Section 12(b) or Section 12(g), whichever is applicable.
(b) The Company will, upon the request of the holder hereof or of any Shares, make whatever other filings with the Commission, or otherwise make generally available to the public such financial and other information, as any such holder may deem reasonably necessary or desirable in order to enable such holder to be permitted to sell Shares pursuant to the provisions of Rule 144 under the Securities Act (or any successor statute, rule or regulation to Rule 144).
Securities Exchange Act Registration. (a) In accordance with and subject to the provisions of the Registration Rights Agreement, the Company will maintain effective a registration statement (containing such information and documents as the Commission shall specify and otherwise complying with the Securities Exchange Act), under Section 12(b) or Section 12(g), whichever is applicable, of the Securities Exchange Act, with respect to the Common Stock of the Company, and the Company will file on time such information, documents and reports as the Commission may require or prescribe for companies whose stock has been registered pursuant to such Section 12(b) or Section 12(g), whichever is applicable.
(b) The Company will, upon the request of any holder of Shares or Warrants, make whatever other filings with the Commission, or otherwise make generally available to the public such financial and other information, as any such holder may deem reasonably necessary or desirable in order to enable such holder to be permitted to sell Conversion Shares or Warrant Shares pursuant to the provisions of Rule 144.
Securities Exchange Act Registration. (a) The Company will maintain effective a registration statement (containing such information and documents as the Commission shall specify and otherwise complying with the Securities Exchange Act) under Section 12(b) or Section 12(g), whichever is applicable, of the Securities Exchange Act, with respect to the Company's Common Stock, and will file on time such information, documents and reports as the Commission may require or prescribe for companies whose stock has been registered pursuant to such Section 12(b) or Section 12(g), whichever is applicable.
(b) The Company will, upon the request of any holder of Shares or Conversion Shares, make whatever other filings with the Commission, or otherwise make generally available to the public such financial and other information, as any such holder may deem reasonably necessary or desirable in order to enable such holder to be permitted (i) to sell Conversion Shares pursuant to the provisions of Rule 144 and (ii) after the Company has filed a registration statement with respect to Series B Preferred Stock under Section 6 of the Securities Act or Section 12(b) or 12(g) of the Securities Exchange Act, to sell Shares pursuant to the provisions of Rule 144.
Securities Exchange Act Registration. HI agrees that as soon as HI is either required to or does file a registration statement with respect to Common Stock of HI under Section 6 of the Securities Act or Section 12(b) or Section 12(g), whichever is applicable, of the Securities Exchange Act, then thereafter:
(a) HI will maintain effective a registration statement (containing such information and documents as the SEC shall specify and otherwise complying with the Securities Exchange Act), under Section 12(b) or Section 12(g), whichever is applicable, of the Securities Exchange Act, with respect to the Common Stock of HI, and HI will file on time such information, documents and reports as the Commission may require or prescribe for companies whose stock has been registered pursuant to Section 12(b) or Section 12(g), whichever is applicable.
(b) HI will make whatever filings with the SEC, or otherwise take such other action as may be necessary to comply with the current reporting provisions of Rule 144(c) under the Securities Act in order to facilitate resales of HI Common Stock.
Securities Exchange Act Registration. 9 7.4. Private Placement Status . . . . . . . . . . . . . 10 7.5.
Securities Exchange Act Registration. The Company's Common Stock has been duly registered with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Said Common Stock is the Company's only "equity security" (required to be registered under the Exchange Act).
Securities Exchange Act Registration. 8.7. Delivery of Information for Rule 144A Transactions.......................................... 8.8.
Securities Exchange Act Registration. The Parent will maintain effective registration statement (containing such information and documents as the Commission shall specify and otherwise complying with the Securities Exchange Act under section 12(b) or Section 12 (g), whichever is applicable, of the Securities Exchange Act, with respect to the Common Stock of the Parent , and the Parent will file on time such information, documents and reports as the Commission may require or prescribe for companies whose stock has been registered pursuant to such Section 12(b) or Section 12(g), whichever is applicable. Parent will, upon request of any holder of Securities, make whatever other filings with the Commission, or otherwise make generally available to the public such financial and other information, or any such holder may deem reasonably necessary or desirable in order to enable such holder to be permitted to sell Securities pursuant to the provisions of Rule 144.
Securities Exchange Act Registration. The Shares currently are registered under the Securities Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Securities Exchange Act. Registration of the Shares may be terminated upon application by Portec to the Commission if the Shares are not listed on a “national securities exchange” and there are fewer than 300 record holders of Shares. According to Xxxxxx’s Annual Report on Form 10-K for the year ended December 31, 2008, there were approximately 226 holders of record of Shares as of February 28, 2009. Termination of registration of the Shares under the Securities Exchange Act would substantially reduce the information that Portec is required to furnish to Portec shareholders and the Commission and would make certain provisions of the Securities Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) of the Securities Exchange Act and the requirements of furnishing a proxy statement in connection with shareholders’ meetings pursuant to Section 14(a) or 14(c) of the Securities Exchange Act and the related requirement of an annual report, no longer applicable to Portec. In addition, the ability of “affiliates” of Portec and persons holding “restricted securities” of Portec to dispose of the securities pursuant to Rule 144 promulgated under the United States Securities Act of 1933, as amended, may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Securities Exchange Act were terminated, the Shares would no longer be “margin securities” or eligible for stock exchange listing. X.X. Xxxxxx and Purchaser believe that the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Securities Exchange Act, and it would be X.X. Xxxxxx’x intention to cause Portec to make an application for termination of registration of the Shares as soon as possible after successful completion of the Offer if the Shares are then eligible for termination. If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Securities Exchange Act and the listing of the Shares on the Nasdaq (unless delisted as set forth in “— Nasdaq Listing”) will be terminated following the completion of the Merger.
