Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions: (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 4 contracts
Samples: Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (TransDigm Group INC)
Shelf Registration. If, In the event that: (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in applicable currently prevailing interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, ; (ii) the Registered Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, to the effect that, as a result of the consummation of the Exchange Offer, there is more than an insubstantial risk that (x) the Issuer Trust would be subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Debentures or New Junior Subordinated Debentures, (y) interest payable by the Company on such Junior Subordinated Debentures or New Junior Subordinated Debentures would not be deductible by the Company, in whole or in part, for United States federal income tax purposes, or (z) the Issuer Trust would be subject to more than a de minimis amount of other taxes, duties or other governmental charges; (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (other than an Exchanging DealerA) it is not eligible to participate prohibited by law or Commission policy from participating in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange resales or (C) it is a broker-dealer and owns Capital Securities on acquired directly from the Issuer Trust or an affiliate of the Issuer Trust, (any of the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the exchange and any such Holder so requests"Shelf Registration Event Date"), the Company shall take and the following actions:
(a) The Company Issuer Trust shall, at its their cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable their respective best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “filed as promptly as practicable after such Shelf Registration Statement” Event Date, as the case may be, and, together with the Exchange Offer Registration Statementin event, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the within 45 days after such Shelf Registration Statement and Rule 415 under Event Date (which shall be no earlier than 75 days after the Securities Act (hereinafter, the “Shelf Registration”Closing Time), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable their respective best efforts to have such Shelf Registration Statement declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence Commission as soon as practicable. No Holder of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) Holder and furnishes to the Company and the Issuer Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Issuer Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Issuer Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall and the Issuer Trust agree to use its reasonable their respective best efforts to keep the Shelf Registration Statement continuously effective in order for the Rule 144(k) Period (subject to permit extension pursuant to the prospectus included therein to be lawfully delivered by the Holders last paragraph of the relevant Securities, for a period of two years (Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be outstanding (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof"Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders is declared effective, provide to each Holder a reasonable number of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective and use their respective best efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingCommission.
Appears in 4 contracts
Samples: Registration Rights Agreement (City Holding Capital Trust), Registration Rights Agreement (FCB Nc Capital Trust I), Registration Rights Agreement (FCB/Sc Capital Trust I)
Shelf Registration. If, In the event that (i) the Issuer determines that the Exchange Offers provided for in Section 3 hereof are not available or the Exchange Offers for Transfer Restricted Securities may not be completed as soon as practicable after the last Exchange Date with respect to the Exchange Offers because of they would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofCommission staff, (ii) such Exchange Offers are not for any other reason completed by the Registered Exchange Offer date that is not consummated within 310 days of five years after the Issue Closing Date (or if the 310th day such date is not a business dayBusiness Day, the first business day thereafternext succeeding Business Day) or (iii) an Initial Purchaser so requests prior to the last Exchange Date with respect to the Exchange Offers, the Issuer receives a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Transfer Restricted Securities (that are or the Private Exchange Securities) not eligible were ineligible to be exchanged for in such Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsOffers, the Company shall take Issuer and the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter Guarantors shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed with the Commission, as soon as practicable, but in any event within 30 days, after such determination date or the receipt of a registration statement Shelf Request, as the case may be (the “Shelf Filing Deadline”), a Shelf Registration Statement providing for the sale of all the Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day); provided, that (a) no Holder will be entitled to have any Transfer Restricted Securities included in any Shelf Registration Statement” , or entitled to use the Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have provided such other information regarding such Holder to the Issuer as is contemplated by Section 4(b) hereof and, together if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Issuer and the Guarantors shall be under no obligation to file any such Shelf Registration Statement before they are obligated to Consummate the Exchange Offers pursuant to Section 3 hereof. In the event that the Issuer and the Guarantors are required to cause to be filed with the Commission a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Issuer and the Guarantors shall use their commercially reasonable efforts to cause to be filed with the Commission and have become effective both an Exchange Offer Registration Statement pursuant to Section 3 hereof with respect to all Transfer Restricted Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating with respect to the offer offers and sale sales of the Transfer Restricted Securities (as defined in Section 6(d) hereof) held 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence Initial Purchasers after completion of the events specified in clause (i) of this Section 2, Exchange Offers. The Issuer and the Company Guarantors shall use its their commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein date on which the Initial Securities covered thereby cease to be lawfully delivered Transfer Restricted Securities (the “Shelf Effectiveness Period”). The Issuer and the Guarantors further agree to use their commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders copies of any such supplement or amendment promptly after it has been used or filed with the relevant SecuritiesCommission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 30 consecutive days or more than on two years occasions during any 12-month period, but in any event not more than 90 days in the aggregate (whether or for not consecutive) in any 12-month period (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined the continuing effectiveness thereof would require the disclosure of non-public material information that, in Rule 144 under the Securities Actreasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that periodotherwise materially adversely affect a financing, unless acquisition, disposition, merger or other material transaction or such action is required by applicable law.
(c. Any Shelf Suspension Period pursuant to this Section 4(a) Notwithstanding any other provisions of this Agreement shall begin on the date specified in a written notice given by the Issuer to the contrary, Holders and shall end on the Company shall cause date specified in a subsequent written notice given by the Shelf Registration Statement and Issuer to 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 misleadingHolders.
Appears in 4 contracts
Samples: Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 450 days of after the Issue Delivery Date (or if the 310th 450th day is not a business day, the first business day thereafter) ), (iii) an Initial any Purchaser so requests with respect to the Initial Offered Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate prohibited by law or Commission policy from participating in the Registered Exchange Offer or, in the case of or any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable Exchange Securities on the date of the exchange and any and, in each case, such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than within 60 days after so required or requested pursuant to this Section 2) 2 file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) no later than 150 days after such requirement or request pursuant to this Section 2 (such 150th day (or first business day thereafter), an “effectiveness deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial a 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 Registration Rights Agreement (the “Agreement”) applicable to such Holder; provided, further, that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Offered Securities registered thereunder are disposed of in order to permit accordance therewith and (ii) the prospectus included therein to be lawfully delivered by time when the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Offered Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofthereof (“Rule 144”)) or may be sold by a holder who is not an affiliate of the Company pursuant to Rule 144 without limitation (the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 4 contracts
Samples: Registration Rights Agreement (HRG Group, Inc.), Registration Rights Agreement (HRG Group, Inc.), Registration Rights Agreement (Harbinger Group Inc.)
Shelf Registration. If, In the event that (i) the Issuer determines that the Exchange Offers provided for in Section 3 hereof are not available or the Exchange Offers for Transfer Restricted Notes may not be completed as soon as practicable after the last Exchange Date with respect to the Exchange Offers because of they would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofCommission staff, (ii) such Exchange Offers are not for any other reason completed by the Registered Exchange Offer date that is not consummated within 310 days of five years after the Issue Settlement Date (or if the 310th day such date is not a business dayBusiness Day, the first business day thereafternext succeeding Business Day) or (iii) an Initial Purchaser so requests prior to the last Exchange Date with respect to the Initial Securities Exchange Offers, the Issuer receives a written request (a “Shelf Request”) from any Holder representing that it holds Transfer Restricted Notes that are or the Private Exchange Securities) not eligible were ineligible to be exchanged for in such Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsOffers, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter Issuer shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed with the Commission, as soon as practicable, but in any event within 30 days, after such determination date or the receipt of a registration statement Shelf Request, as the case may be (the “Shelf Filing Deadline”), a Shelf Registration Statement providing for the sale of all the Transfer Restricted Notes by the Holders thereof and to have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day); provided, that (a) no Holder will be entitled to have any Transfer Restricted Notes included in any Shelf Registration Statement” , or entitled to use the Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have provided such other information regarding such Holder to the Issuer as is contemplated by Section 4(b) hereof and, together if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Issuer shall be under no obligation to file any such Shelf Registration Statement before it is obligated to Consummate the Exchange Offers pursuant to Section 3 hereof. In the event that the Issuer is required to cause to be filed with the Commission a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Issuer shall use its commercially reasonable efforts to cause to be filed with the Commission and have become effective both an Exchange Offer Registration Statement pursuant to Section 3 hereof with respect to all Transfer Restricted Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating with respect to the offer offers and sale sales of Transfer Restricted Notes held by such Holders after completion of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company Exchange Offers. The Issuer shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein date on which the Initial Notes covered thereby cease to be lawfully delivered Transfer Restricted Notes (the “Shelf Effectiveness Period”). The Issuer further agrees to use its commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Notes with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer agrees to furnish to the Holders copies of any such supplement or amendment promptly after it has been used or filed with the relevant SecuritiesCommission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 30 consecutive days or more than on two years occasions during any 12-month period, but in any event not more than 90 days in the aggregate (whether or for not consecutive) in any 12-month period (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined the continuing effectiveness thereof would require the disclosure of non-public material information that, in Rule 144 under the Securities Actreasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that periodotherwise materially adversely affect a financing, unless acquisition, disposition, merger or other material transaction or such action is required by applicable law.
(c. Any Shelf Suspension Period pursuant to this Section 4(a) Notwithstanding any other provisions of this Agreement shall begin on the date specified in a written notice given by the Issuer to the contrary, Holders and shall end on the Company shall cause date specified in a subsequent written notice given by the Shelf Registration Statement and Issuer to 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 misleadingHolders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.)
Shelf Registration. If, If (a) the Issuer and the Guarantors are not:
(i) because of any change in law or in applicable interpretations thereof by required to file the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, Offer Registration Statement; or
(ii) permitted to consummate the Registered Exchange Offer because the Registered Exchange Offer is not consummated within 310 days permitted by applicable law or Commission policy; or
(b) any Holder of Transfer Restricted Securities notifies the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect Issuer prior to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th Business Day following consummation of the Registered Exchange Offer that:
(i) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer;
(ivii) any Holder (other than an Exchanging Dealer) is it may not eligible to participate resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or
(iii) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, the Issuer and the Guarantors shall take the following actions (the date on which any of the conditions described in the foregoing clauses (a) and (b) occurs, including, in the case of any Holder clauses (other b)(i)-(iii), the receipt of the required notice, being a (“Trigger Date”):
(A) The Issuer and the Guarantors shall, on or prior to 30 days after the Trigger Date (but no earlier than an Exchanging Dealer) that participates in the Registered Exchange Offer365th day following the Closing Date (or, such Holder does if not receive freely tradeable Exchange Securities a Business Day, on the next succeeding Business Day)) (such date of the exchange and any such Holder so requestsbeing a “Filing Deadline”), the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective by the Commission (unless it becomes effective automatically upon filing) on or prior to 60 days after the Filing Deadline (or, if not a Business Day, on the next succeeding Business Day) (such 60th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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.
(bB) The Company Issuer and the Guarantors shall use its commercially reasonable best 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 Securities, Securities for a period of two years one year (or for such longer period if extended pursuant to Section 3(j4(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) thereto, are no longer restricted securities outstanding or cease to be Transfer Restricted Securities (as defined in Rule 144 under such period being the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawPeriod”).
(cC) Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuer and the Guarantors shall cause use commercially reasonable efforts to ensure that (i) 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 thereunder; (ii) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not to misleading; and (iii) any prospectus forming part of any Shelf Registration Statement does not 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.
Appears in 3 contracts
Samples: Registration Rights Agreement (United Rentals Inc /De), Registration Rights Agreement (United Rentals Inc /De), Registration Rights Agreement (United Rentals Inc /De)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 360 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than as a result of the status of any such Holder as an Exchanging Dealer“affiliate” of the Company or as a broker-dealer) notifies the Company prior to the 20th day following completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange (it being understood that the requirement that an Exchanging Dealer deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Description of the Exchange Offer” or similar section, and (c) Annex C hereto in the “Plan of Distribution” in connection with a sale of any such Holder Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer shall not result in such Exchange Securities being not “freely transferable”), or (iv) the Company so requestselects, the Company shall shall, at its reasonable costs, take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 180 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) ), within 270 days after the Company is so required or requested pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”)) or, it being agreed that in if permitted by 430B under the case Securities Act, otherwise designate an existing effective Shelf Registration Statement for use by the Company is filing Holders as a Shelf Registration Statement due relating to (x) the occurrence resales of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedTransfer Restricted Securities; provided, however, that no Holder (other than an Initial Purchasera Dealer Manager) 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j3(h) below) from effectiveness of the Issue Date Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawthereto.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 3 contracts
Samples: Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (At&t Inc.)
Shelf Registration. If, (i) If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company determines after consultation with its outside counsel that it is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Date or (B) the Exchange Offer is not consummated within 310 210 days of after the Issue Date (or if the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an upon the request of any of the Initial Purchaser so requests Purchasers holding Private Exchange Securities with respect to the Initial Registrable Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of or if the Registered Initial Purchasers do not receive freely tradable Exchange Securities in the Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case upon notice of any Holder (other than an Exchanging DealerInitial Purchaser) given to the Company in writing within 30 days after the commencement of the Exchange Offer that participates (A) due to a change in law or SEC policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable Exchange or (C) it is a broker-dealer and owns Registrable Securities on acquired directly from the date Company or an affiliate of the exchange and any such Holder so requestsCompany, then in case of each of clauses (i) through (iv) the Company shall take the following actions:
(a) The Company shall, at its cost, as :
(a) As promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) practicable, file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 HolderStatement.
(b) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (one year from the original issue of the Registrable Securities, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if it voluntarily takes any action that would result in Holders necessary to permit dealers to comply with the applicable prospectus delivery requirements of Securities covered thereby not being able to offer Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use its reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 3 contracts
Samples: Registration Rights Agreement (Grupo Televisa, S.A.B.), Supplemental Indenture (Grupo Televisa, S.A.B.), Registration Rights Agreement (Grupo Televisa, S.A.B.)
Shelf Registration. If, In the event that (i) because of any change changes in law or in the applicable interpretations thereof by the staff of the Commission, Staff of the SEC do not permit the Company is not permitted to effect a Registered the Exchange Offer, as contemplated by Section 1 hereof, ; (ii) for any reason the Registered Exchange Offer is not consummated within 310 160 days of following the Issue Date (or if the 310th day is not a business day, the first business day thereafter) Date; (iii) an Initial Purchaser so requests with respect any Holder of Notes notifies the Company prior to the Initial Securities (or effectiveness of the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by Registration Statement that (A) due to a change in law or SEC policy it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible entitled to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus is not appropriate or available for such Holder does not receive freely tradeable Exchange Securities on resales by such Holder, (C) it is a broker-dealer and owns Registrable Notes acquired directly from the date Company or an affiliate of the exchange Company or (D) the Majority Holders of Notes that are Registrable Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the 1933 Act and any such Holder so requestswithout restriction under applicable blue sky or state securities laws, the Company shall take the following actions:
(a) The Company shall, at its cost, ,
(A) as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) practicable, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of Notes that are Registrable Notes and set forth in the such Shelf Registration Statement, and use its best efforts to cause such Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act (hereinafter, SEC within 160 days after the “Shelf Registration”), it being agreed Issue Date. In the event that in the case the Company is filing required to file a Shelf Registration Statement due upon the request of any Holder (other than the Initial Purchasers) not eligible to (x) participate in the occurrence of the events specified in Exchange Offer pursuant to clause (iiii) above or upon the request of this Section 2any Initial Purchaser pursuant to clause (iii)(C) above, the Company shall use its reasonable best efforts file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to have such Section 2(a) with respect to all Registrable Notes and a Shelf Registration Statement declared effective on (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Notes held by such Holder or prior to the 270th day Initial Purchasers after the Issue Date or (y) the occurrence completion of the events specified in Exchange Offer;
(B) subject to clause (ii)d(ii) below, (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or for one year from the date the Shelf Registration Statement is declared effective if such longer period if extended Shelf Registration Statement is filed upon the request of the Initial Purchasers pursuant to Section 3(jclause (iii)(C) belowabove) from the Issue Date or such shorter period that which will terminate when all of the Securities Registrable Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement; and
(iiC) are no longer restricted securities (as defined in Rule 144 under the Securities Actnotwithstanding any other provisions hereof, or any successor rule thereof). The Company shall be deemed not to have used use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes ensure that (x) any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to thereto comply in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission thereunder, (y) any Shelf Registration Statement and (ii) not to any amendment thereto do not, upon effectiveness, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (z) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), do not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders of Notes that are Registrable Notes with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 3 contracts
Samples: Registration Rights Agreement (Entertainment Inc), Registration Rights Agreement (Entertainment Inc), Registration Rights Agreement (Entertainment Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 315 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is notifies the Company in writing during the 20 business days following consummation of the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after so required such obligation arises and (ii) 270 days (or requested pursuant to this Section 2if the 270th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 3 contracts
Samples: Registration Rights Agreement (PPL Energy Supply LLC), Registration Rights Agreement (PPL Energy Supply LLC), Registration Rights Agreement (PPL Energy Supply LLC)
Shelf Registration. If, (i) because of any change in In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC policy, (iiB) the Registered Exchange Offer is not consummated within 310 240 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (yC) any Holder of Securities notifies the Company within 20 Business Days after the commencement of the Exchange Offer that (1) due to a change in applicable law or SEC policy it is not entitled to participate in the Exchange Offer, (2) due to a change in applicable law or SEC policy it may not resell the Exchange Securities to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (3) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company or (D) the occurrence Holders of a majority of the Securities may not resell the Exchange Securities to be acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any of the events specified in clause (iiA)-(D) being a "SHELF REGISTRATION EVENT"), (iii) or (iv) of this Section 2then the Issuers shall, at the Company shall Company's cost, use its reasonable their best efforts to have file as promptly as practicable after the date of such Shelf Registration Event and, in any event, prior to the later of (1) 240 days after the Issue Date or (2) 30 days after such filing obligation arises, and use their best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 60 days from the date the Shelf Registration Statement was first filed. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is required being effected agrees to be filed; provided, however, that no furnish to the Company all information with respect to such Holder (other than an Initial Purchaser) shall be entitled necessary to have make any information previously furnished to the Securities held by it covered Company by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holdernot materially misleading.
(bii) The Company shall Issuers agree to use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by the Holders second anniversary of the relevant Securities, for a period effective date of two years the Shelf Registration Statement (or for such longer period if extended subject to extension pursuant to Section 3(j3(i) belowhereof) from the Issue Date (or such shorter period that will terminate when all of the Transfer Restricted Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding or otherwise cease to be Transfer Restricted Securities) (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof"EFFECTIVENESS PERIOD"). The Company Issuers shall not permit any securities other than Transfer Restricted Securities to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration Statement effective during the requisite period Registration. The Company further agrees, if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able necessary, to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingSEC.
Appears in 3 contracts
Samples: Registration Rights Agreement (Norske Skog Canada LTD), Registration Rights Agreement (Norske Skog Canada LTD), Registration Rights Agreement (Norske Skog Canada LTD)
Shelf Registration. If, (i) because of any change in In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC policy, (iiB) the Registered Exchange Offer is not consummated within 310 365 days after the Issue Date, (C) any Holder of Transfer Restricted Notes notifies the Companies and the Guarantor within 20 Business Days after the commencement of the Exchange Offer that (1) due to a change in applicable law or SEC policy it is not entitled to participate in the Exchange Offer, (2) due to a change in applicable law or SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (3) it is a broker-dealer and owns Transfer Restricted Notes acquired directly from either of the Companies or an affiliate of either of the Companies or (D) the Majority Holders may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any of the events specified in (A)-(D) being a “Shelf Registration Event”), then the Companies and the Guarantor shall, at their own cost, use their reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises, and use their reasonable best efforts to cause the Shelf Registration Statement to be declared or become effective, as applicable, under the Securities Act on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises; provided, however, that if the Companies and the Guarantor have not consummated the Exchange Offer within 365 days (or if such 365th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Companies and the Guarantor will use their reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if the 310th such 405th day is not a business dayBusiness Day, on or prior to the first business day Business Day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with Statement providing for the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under sale by the Securities Act relating to the offer and sale Holders of all of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement Notes, and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its their reasonable best efforts to have such Shelf Registration Statement be declared effective on or prior to become effective, as applicable, under the 270th Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 60th day Companies and the Guarantor in writing such information as the Companies and the Guarantor may, after conferring with counsel with regard to information relating to Holders that would be required by the date on which the Shelf Registration Statement is required SEC to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by included in such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Companies and the Guarantor all information with respect to such Holder agrees in writing necessary to be bound make any information previously furnished to the Companies and the Guarantor by all the provisions of this Agreement applicable to such HolderHolder not materially misleading.
(bii) The Company shall Companies and the Guarantor agree to use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by the Holders second anniversary of the relevant Securities, for a period effective date of two years the Shelf Registration Statement (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3 hereof) below) from the Issue Date (or such shorter period that will terminate when all of the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding or otherwise cease to be Transfer Restricted Notes) (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Effectiveness Period”). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement Companies and the related prospectus and any amendment Guarantor further agree, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Companies and the Guarantor for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Companies and the Guarantor agree to furnish to the Holders of the Commission and Transfer Restricted Notes copies of any such supplement or amendment (ii) not or, with respect 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 documents incorporated by reference, to make available) promptly after its being used or filed with the statements therein, in light of the circumstances under which they were made, not misleadingSEC.
Appears in 3 contracts
Samples: Registration Rights Agreement (Gaming & Leisure Properties, Inc.), Registration Rights Agreement (Gaming & Leisure Properties, Inc.), Registration Rights Agreement (Gaming & Leisure Properties, Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 365 days of the Issue Date (or if the 310th day is not a business day“Consummation Deadline”), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging DealerDealer or an affiliate of the Company) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging DealerDealer or an affiliate of the Company) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company and the Guarantors shall take the following actions:
(a) The Company and the Guarantors shall, at its their cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) ), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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, it being agreed that in however, that, if the case obligation to file the Company is filing a Shelf Registration Statement due to (x) arises because the occurrence of Registered Exchange Offer has not been consummated by the events specified in clause (i) of this Section 2Consummation Deadline, then the Company shall and the Guarantors will use its their commercially reasonable best efforts to have such file the Shelf Registration Statement declared effective on or prior to the 270th 30th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedfiling obligation arises; provided, however, that no Holder (other than an Initial 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 and the Guarantors shall use its their commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company and the Guarantors shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action 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 and the Guarantors shall cause use their commercially reasonable efforts to ensure that (i) 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 thereunder; (ii) the Shelf Registration Statement and any amendment or supplement thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not to misleading; and (iii) any prospectus forming part of any Shelf Registration Statement does not 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.
Appears in 3 contracts
Samples: Registration Rights Agreement (Novelis Inc.), Registration Rights Agreement (Novelis Inc.), Registration Rights Agreement (Novelis Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 365 days of the date of original issue of the Initial Securities (the “Issue Date (or if the 310th day is not a business dayDate”), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive Exchange Securities that are freely tradeable Exchange under the Securities Act on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of effectiveness of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in have been distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable lawlaw or is permitted under the terms of this Agreement.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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) In the event that the Company is required to take the actions set forth in this Section solely as a result of the Registered Exchange Offer not being consummated within 365 days of the Issue Date, but the Registered Exchange Offer is subsequently completed in accordance with the terms of this Agreement prior to the sale of all Securities eligible to be sold under such Shelf Registration Statement, upon consummation of the Registered Exchange Offer, the Company will no longer be required to file, have declared effective or continue the effectiveness of the Shelf Registration Statement pursuant to this Section.
(e) Notwithstanding anything to the contrary herein, at any time, the Company may delay the filing of the Shelf Registration Statement or delay or suspend the effectiveness thereof if the Company determines reasonably and in good faith (for valid business reasons, but not including the avoidance of its obligations hereunder) that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that in the reasonable judgment of the Company, would be detrimental to the Company, if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or any such action required by applicable law, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of the date which is the earlier of (A) the date on which such financing, acquisition, disposition, merger or other material transaction ceases to interfere with the Company’s obligations to file or maintain the effectiveness of any such Shelf Registration Statement pursuant to this Agreement or (B) 60 days after the commencement of such delay or suspension. The Delay Period shall not exceed 60 days in any three-month period or 90 days in any 12-month period. The period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above shall be extended by a number of days equal to the number of days during any Delay Period.
Appears in 3 contracts
Samples: Registration Rights Agreement (PRECISION DRILLING Corp), Registration Rights Agreement (Grey Wolf International Drilling Corp), Registration Rights Agreement (PRECISION DRILLING Corp)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 60 days following the effectiveness of the Issue Date (Exchange Offer Registration Statement or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2, or, if later, 120 days after the Issue Date) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) not later than 120 days after filing pursuant to this Section 2 (unless the Shelf Registration Statement is reviewed by the Commission, in which case not later than 180 days after filing pursuant to this Section 2), or, if later, 180 days after the Issue Date (unless the Shelf Registration Statement is reviewed by the Commission, in which case not later than 240 days after the Issue Date), on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date the Shelf Registration Statement is declared effective or becomes automatically effective upon filing or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities Transfer Restricted Securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofSection 6 hereof). The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 3 contracts
Samples: Registration Rights Agreement (Aon PLC), Registration Rights Agreement (Discover Financial Services), Registration Rights Agreement (Discover Financial Services)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 540 days of the Issue Date (or if the 310th 540th day is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) (such 30th day being a “Shelf Registration Statement Filing Deadline,” together with the Exchange Offer Filing Deadline, each, a “Filing Deadline”) file with the Commission and thereafter shall (x) in the case of Section 2(i) above, use its reasonable best efforts to cause to be declared effective on or prior to the 510th day after the Issue Date or (y) in the case of Section 2(ii), (iii) or (iv) above, use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 60th day after the Shelf Registration Statement Filing Deadline (such 510th or 60th day, respectively, being an “Effectiveness Deadline”) a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Reliant Software, Inc.), Registration Rights Agreement (Community Choice Financial Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 250 days of the Issue Date (or if the 310th day is not a business dayDemand Date, the first business day thereafter) (iii) an Initial Purchaser Tontine so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) so requests because it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, on a single occasion as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) ), but in no event more than 210 days after such requirement or request pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial PurchaserTontine) 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Demand Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tontine Capital Partners L P), Registration Rights Agreement (Neenah Foundry Co)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 310 days of 30 Business Days after the Issue Date (or if the 310th day Exchange Offer Registration Statement is not a business day, the first business day thereafter) declared effective; (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer Offer; or (iv) any Holder notifies the Company that (other than an Exchanging DealerA) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not eligible to participate resell the Exchange Notes acquired by it in the Registered Exchange Offer or, to the public without delivering a prospectus and the prospectus contained in the case of any Holder Exchange Offer Registration Statement is not appropriate or available for such resales; or (other than C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date Affiliate of the exchange and any such Holder so requestsCompany, then the Company and the Guarantors shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below.
(ab) (i) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant and the Guarantors shall use their respective reasonable best efforts to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (unless it becomes effective automatically upon filingor, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Notes, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderHolder and has returned to the Company a completed and signed selling security holder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(bii) The Company and the Guarantors shall use its their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) belowthe “Shelf Registration Period”) from the Issue Date date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 or cease to offer and sell such Securities during that period, unless such action is required by applicable lawbe outstanding.
(ciii) Notwithstanding any other Subject to the provisions of this Agreement to the contrarySection 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act; and (iiB) 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Leap Wireless International Inc), Registration Rights Agreement (Leap Wireless International Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, (ii) for any other reason the Registered Exchange Offer is not consummated within 310 180 days of following the Original Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any Holder notifies the Company prior to one year after the Original Issue Date that (x) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (y) due to a change in law or policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the Initial Securities (public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or the Private Exchange Securities) available for such resales by such Holder, and such prospectus is not eligible promptly amended or modified in order to be exchanged suitable for Exchange Securities use in connection with such resales for such Holder and all similarly situated Holders or (z) it is a broker-dealer and owns Notes acquired directly from the Registered Exchange Offer and held by it following consummation Company or an affiliate of the Registered Exchange Offer Company or (iv) any Holder (other than an Exchanging Dealer) is a majority of the Holders may not eligible to participate resell the Exchange Notes acquired by them in the Registered Exchange Offer orto the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, in then the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost:
(A) use its best efforts to, as promptly as practicable prior to the later of (but in no event more than 60 I) the date that is 90 days after so required or requested pursuant to this Section 2the Original Issue Date and (II) the date that is 30 days after the filing obligation arises, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Transfer Restricted Notes and set forth in such Shelf Registration Statement, and use their best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible, but in any event within 60 days after the filing obligation arises; provided that, if the filing obligation arises pursuant to clause (ii) above, then the Company shall file the Shelf Registration Statement on or prior to 210 days after the Original Issue Date; and Rule 415 under the Securities Act (hereinafterprovided further that, with respect to Exchange Notes received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, the “Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (A) solely with respect to broker-dealers who acquired their Notes as a result of market making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration”), it being agreed that in the case Registration Statement. If the Company is filing required to file a Shelf Registration Statement due pursuant to (x) the occurrence of the events specified in clause (iiii) of this Section 2above or pursuant to clause (iv) above, then the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Notes and a Shelf Registration Statement declared effective on (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Transfer Restricted Notes held by such Holder or prior such Initial Purchaser entitled to the 270th day rights under Section 2(b)(iii), as applicable, after the Issue Date or (y) the occurrence completion of the events specified in clause Exchange Offer;
(ii), (iiiB) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date after its effective date or such shorter period that which will terminate when all of the Securities Transfer Restricted Notes covered by the Shelf Registration Statement (i) either have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 or have ceased to offer and sell such Securities during that period, unless such action is required by applicable law.be Transfer Restricted Notes; and
(cC) Notwithstanding notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming a part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Samples: Notes Registration Rights Agreement (Rhythms Net Connections Inc), Notes Registration Rights Agreement (Rhythms Net Connections Inc)
Shelf Registration. If, In the event that (i) because the Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon the request of the Initial Purchaser with respect to any Holder (other than an Exchanging Dealer) Registrable Securities held by it, if such Initial Purchaser is not eligible permitted, in the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange without restriction under the Securities on Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof, the Company shall take "Shelf Registration Event Date"), then in addition to or in lieu of conducting the following actions:
(a) The Company shall, at its costExchange Offer contemplated by Section 2(a), as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission case may be, the Corporation and thereafter the Trust shall use its reasonable their best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “filed as promptly as practicable after such Shelf Registration Statement” Event Date, as the case may be, and, together with the Exchange Offer Registration Statementin any event, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the within 45 days after such Shelf Registration Statement and Rule 415 under Event Date (which shall be no earlier than 75 days after the Securities Act (hereinafter, the “Shelf Registration”Issue Date), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence SEC as soon as practicable. No Holder of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) Holder and furnishes to the Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Corporation and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Corporation by such Holder not materially misleading. The Company shall Corporation and the Trust agree to use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in order the case of a Shelf Registration Statement filed pursuant to permit Section 2(b)(i), (ii) or (iii) or (b) 270 days in the prospectus included therein case of a Shelf Registration Statement filed pursuant to be lawfully delivered by Section 2(b)(iv) (subject in each case to extension pursuant to the Holders last paragraph of the relevant SecuritiesSection 3 hereof), for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding (the requisite period if it voluntarily takes "Effectiveness Period"). The Corporation and the Trust shall not permit any action that would result securities other than Registrable Securities to be included in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action the Shelf Registration. In the event a Shelf Registration Statement is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrarydeclared effective, the Company shall cause Corporation and the Trust will provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the related prospectus Shelf Registration has become effective. The Corporation and any amendment or supplement thereto, the Trust will use their best efforts to take such other actions as are required to permit unrestricted resales of the effective date of Registrable Securities. The Corporation and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Mainstreet Bankgroup Inc), Registration Rights Agreement (Mainstreet Bankgroup Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if the 310th day is not a business dayTarget Date, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging DealerA) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, such Holder does or (B) may not receive freely tradeable resell the Exchange Securities on acquired by it in the date of Registered Exchange Offer to the exchange and any such Holder so requestspublic without delivering a prospectus, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time (x) in the case of clause (i) above, on or prior to time the 335th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on or prior to the 90th day after the date on which such Shelf Registration Statement is required to be filed, in each case 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period until the earlier of two years (or for such longer period if extended pursuant to Section 3(jx) below) one year from the Issue Date or date such shorter period that will terminate when Shelf Registration Statement is first declared effective and (y) the date on which all the Securities covered by registered under the Shelf Registration Statement (i) have been sold pursuant thereto or disposed of in accordance therewith (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless (i) such action is required by applicable lawlaw or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Community Health Systems Inc), Registration Rights Agreement (Community Health Systems Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or SEC policy, (ii) the Registered Exchange Offer is not for any other reason consummated by the Target Consummation Date, (iii) any holder of Notes notifies the Company that (a) due to a change in law or policy, in the opinion of counsel, it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy, in the opinion of counsel, it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (x) the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder and (y) such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company, (iv) the holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (v) the Exchange Offer shall not have been consummated within 310 150 days of after the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsof (i)-(v), the Company shall take "SHELF REGISTRATION EVENT DATE"), then the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Statement prior to the offer later of (A) 30 days after the Shelf Registration Event Date and sale of (B) 150 days after the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time Issue Date and use its best efforts to time in accordance with the methods of distribution set forth in cause the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement be declared effective by the SEC on or prior to the 270th day 90 days after the Issue Date or (y) the occurrence filing of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement Statement. Each Holder as to which any Shelf Registration is required being effected agrees to be filed; provided, however, that no furnish to the Company all information with respect to such Holder (other than an Initial Purchaser) shall be entitled necessary to have make any information previously furnished to the Securities held by it covered Company 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) not materially misleading. The Company shall agrees to use its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date (subject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding) (ii) are no longer restricted securities (as defined the "EFFECTIVENESS PERIOD"); PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 144 174 under the Securities Act, or any successor rule thereof)Act and as otherwise provided herein. The Company shall not permit any securities other than Transfer Restricted Notes to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration Statement effective during the requisite period Registration. The Company further agrees, if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able necessary, to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Mandalay Resort Group), Registration Rights Agreement (Mandalay Resort Group)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) the Registered Exchange Offer is has not been consummated within 310 days of by the Issue Date (Exchange Date; or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to any Holder notifies the Initial Securities (or Company within 30 days following the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (ivB) any Holder (other than an Exchanging Dealer) is it may not eligible to participate resell the Exchange Securities acquired by it in the Registered Exchange Offer or, to the public without delivering a prospectus and the prospectus contained in the case of any Holder Exchange Offer Registration Statement is not appropriate or available for such resales; or (other than C) it is a broker-dealer and owns Securities acquired directly from the Company or an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date affiliate of the exchange and any such Holder so requestsCompany, then the Company and the Guarantors shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below.
(ab) (i) The Company shalland the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises, at its cost, as promptly as practicable (but in no event more earlier than 60 days the 210th calendar day after so required or requested pursuant to this Section 2) file with the Commission Closing Date, and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing, pursuant to subsection (unless it becomes effective automatically upon filinga) of this Section 3, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) The Holder and has returned to the Company shall use its a completed and signed selling securityholder questionnaire in reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered and customary form by the Holders reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contraryan unsold allotment, the Company shall cause and the Shelf Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement and containing the related prospectus information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any amendment or supplement theretosuch Exchange Offer Registration Statement, as of so amended, shall be referred to herein as, and governed by the effective date of the provisions herein applicable to, a 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.
Appears in 2 contracts
Samples: Purchase Agreement (Nii Holdings Inc), Purchase Agreement (Nii Holdings Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(b) hereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company prior to effect the 20th business day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a Registered prospectus and the Prospectus contained in the Exchange OfferOffer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall:
(I) use their commercially reasonable best efforts to file, or cause to be filed, on or prior to 60 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as contemplated by a result of clause (a)(i) of this Section 1 hereof, and (ii) the Registered date on which the Company receives the notice specified in clause (a)(ii) of this Section (the 60th day after such earlier date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer is not consummated within 310 days of Registration Statement (the Issue Date (or if the 310th day is not a business day"SHELF REGISTRATION STATEMENT")), the first business day thereafter) (iii) an Initial Purchaser so requests with respect relating to the Initial Securities (or the Private Exchange all Transfer Restricted Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:; and
(aII) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “such Shelf Registration Statement” andStatement to become effective at the earliest possible time, together with but in no event later than 180 days after the Filing Deadline for the Shelf Registration Statement (such 180th day the "EFFECTIVENESS DEADLINE"). If, after the Company has and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) of this Section), then the filing of the Exchange Offer Registration StatementStatement shall be deemed to satisfy the requirements of clause (I) above; provided that, a “Registration Statement”) on an appropriate form under in such event, the Securities Act relating Company and the Guarantors shall remain obligated to meet the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution Effectiveness Deadline set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (iII) of this Section 2, above. To the Company shall use its reasonable best efforts extent necessary to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be filed; providedregistered therein pursuant to Section 6(b)(ii) hereof, howeverthe Company and the Guarantors shall use their commercially reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, that no Holder supplemented, amended and current as required by and subject to the provisions of Sections 6(b) hereof and (other than an Initial Purchaserc) shall be entitled hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to have time, for a period of at least two years (as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawthereto.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Parker Drilling Co /De/), Registration Rights Agreement (Quail Usa LLC)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 310 180 days of after the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any applicable law or interpretations do not permit any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orOffer, in the case of (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable transferable Exchange Securities on in exchange for tendered Securities, or (vi) any Securities validly tendered pursuant to the date Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the exchange and any such Holder so requestsRegistered Exchange Offer, the Company shall take then the following actionsprovisions shall apply:
(a) The Company shall, at shall use its cost, reasonable best efforts to file as promptly as practicable (but in no event more than 60 75 days after so required or requested pursuant to this Section 2) file with the Commission (the "Shelf Filing Date"), and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder of Transfer Restricted Securities (other than an the Initial PurchaserPurchasers) shall be entitled to have the Transfer Restricted 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Securities (as defined below) for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date 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 and (ii) are no longer restricted securities (as defined in the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereofsuch period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company within 30 days thereafter complies with the requirements of Section 4(j) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period.
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.
Appears in 2 contracts
Samples: Purchase Agreement (Smithfield Foods Inc), Exchange and Registration Rights Agreement (Smithfield Foods Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 360 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than as a result of the status of any such Holder as an Exchanging Dealer“affiliate” of the Company or as a broker-dealer) notifies the Company prior to the 20th day following completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange (it being understood that the requirement that an Exchanging Dealer deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Description of the Exchange Offer” or similar section, and (c) Annex C hereto in the “Plan of Distribution” in connection with a sale of any such Holder Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer shall not result in such Exchange Securities being not “freely transferable”), or (iv) the Company so requestselects, the Company shall shall, at its reasonable costs, take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 180 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) ), within 270 days after the Company is so required or requested pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”)) or, it being agreed that in if permitted by 430B under the case Securities Act, otherwise designate an existing effective Shelf Registration Statement for use by the Company is filing Holders as a Shelf Registration Statement due relating to (x) the occurrence resales of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedTransfer Restricted Securities; provided, however, that no Holder (other than an Initial Purchasera Dealer Manager) 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j3(h) below) from effectiveness of the Issue Date Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under such period, the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawPeriod”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (At&t Inc.)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered file ------------------ the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereof, applicable law or SEC policy; (ii) for any other reason, the Registered Exchange Offer is not consummated (as defined in Section 2(a)) within 310 180 days of after the Original Issue Date (or if the 310th day is not a business day, the first business day thereafter) Date; (iii) an Initial Purchaser so requests with respect any Holder of Notes notifies the Company prior to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following consummation of the Registered Exchange Offer that (a) due to a change in law or SEC policy such Holder is not entitled to participate in the Exchange Offer, (b) due to a change in law or SEC policy such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (c) such Holder is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company; or (iv) any Holder (other than an Exchanging Dealer) is the Holders of a majority in aggregate principal amount of the Notes are not eligible to participate in the Registered Exchange Offer or, in and to receive Exchange Notes that they may resell to the case of any Holder (other than an Exchanging Dealer) that participates in public without restriction under the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange 1933 Act and any such Holder so requestswithout restriction under applicable blue sky or state securities laws, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable :
(but in no event more than 60 days after so required or requested pursuant A) use its best efforts to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts SEC, on or prior to cause to be declared effective the 90/th/ day following the occurrence of any event specified in clauses (unless it becomes effective automatically upon filingi) through (iv) above, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Transfer Restricted Notes and set forth in such Shelf Registration Statement, and use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act within 150 days after such filing obligation arises, provided that if the obligation to file the Shelf Registration Statement and Rule 415 under arises because the Securities Act (hereinafterExchange Offer has not been consummated within 180 days after the Original Issue Date, the “Shelf Registration”), it being agreed that in the case then the Company is filing a will use its best efforts to file the Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th 30th day after such filing obligation arises, provided further that, with respect to Exchange Notes received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, the Issue Date Company may, if permitted by current interpretations by the SEC's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (A) solely with respect to broker-dealers who acquired their Notes as a result of market making or (y) other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the occurrence of provisions herein applicable to, a Shelf Registration Statement. In the events specified event that the Company is required to file a Shelf Registration Statement, upon notice from any Holder not eligible to participate in the Exchange Offer pursuant to clause (ii), (iii) above or pursuant to clause (iv) of this Section 2above, the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Notes that are eligible to participate in the Exchange Offer and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities offers and sales of Transfer Restricted Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all after completion of the provisions of this Agreement applicable to such Holder.Exchange Offer;
(bB) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after its effective date (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of until one year after the effective date of the Shelf Registration Statement if such Shelf Registration Statement is filed pursuant to clause (iv) above) or such shorter period which will terminate when all of the Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, amendment or supplement, use its best efforts to ensure that (i) to comply any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its best efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Samples: Notes Registration Rights Agreement (United Rentals Inc /De), Notes Registration Rights Agreement (Wyne Systems Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Holder of Transfer Restricted Securities notifies the Company prior to the 20th business day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or policy of the Commission from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not consummated within 310 days appropriate or available for such resale or (C) that is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Issue Date (Company, or if the 310th day is not a business day, the first business day thereafter) (iii) an the Initial Purchaser Purchasers so requests request with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clauses (iii) or (iii) the receipt of the required notice, being a “Trigger Date”):
(a) The Company shall, at its cost, as shall promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2the Trigger Date (such 90th day being a “Filing Deadline”)) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective as soon as practicable and in any event no later than 120 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 120th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawlaw or otherwise permitted hereunder.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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) other than with respect to information included therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the “Holders’ Information”), 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 thereintherein (in the case of the prospectus, in light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Teco Energy Inc), Registration Rights Agreement (Teco Energy Inc)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its counsel (who may be an employee of the Company or Ford Motor Company) that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, (ii) for any other reason the Registered Exchange Offer is required to be consummated and is not consummated within 310 220 days of the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any if a Holder (other than an Exchanging Dealer) is not eligible permitted to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the or does not receive fully tradeable Exchange Notes pursuant to a Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take effect a Shelf Registration in accordance with subsection (b) below; provided, however, that the following actions:obligations of the Company under this Section 3 shall terminate with respect to any New Note that ceases to be a Registrable Security in accordance with the definition of “Registrable Securities.”
(ai) The Company shall, at its cost, shall as promptly as practicable (but in no event more later than 60 the later of (A) the 45th day after the determination referred to in Section 3(a)(i) is made (but in no event earlier than the 90th day after the Issue Date) and (B) 265 days after so required or requested pursuant to this Section 2) the Issue Date), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) by the Commission under the Act within 90 days after the date of such filing of a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided that if at any time the Company is a “well-known seasoned issuer” (as defined in Rule 405 under the Act) and are eligible to file an “automatic shelf registration statement” (as defined in Rule 405 under the Act), then the Company shall file the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence form of the events specified an automatic shelf registration statement as provided in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedRule 405; provided, further, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to clause (ii) of Section 3(a), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under such clause (ii) of Section 3(a).
(bii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) one year from the Issue Date date the Shelf Registration Statement becomes or is declared effective by the SEC or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (iA) have been sold pursuant thereto to the Shelf Registration Statement or (iiB) are no longer restricted securities cease to be Registrable Securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless (A) such action is required by applicable lawlaw or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the The Company shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Commission; and (iiB) 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 the case of a Prospectus contained therein, in the light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ford Motor Credit Co LLC), Registration Rights Agreement (Ford Motor Credit Co LLC)
Shelf Registration. If, (i) because of any change in In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC policy, (iiB) the Registered Exchange Offer is not consummated within 310 375 days of after the Issue Date Date, (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (ivC) any Holder of Transfer Restricted Notes notifies the Company within 20 Business Days after the commencement of the Exchange Offer that (other than an Exchanging Dealer1) due to a change in applicable law or SEC policy it is not eligible entitled to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (2) due to a change in applicable law or SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable Exchange Securities on or (3) it is a broker-dealer and owns Transfer Restricted Notes acquired directly from the date Company or an affiliate of the exchange Company or (D) the Majority Holders may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any such Holder so requestsof the events specified in (A)-(D) being a “Shelf Registration Event”), then the Company shall take the following actions:
(a) The Company shall, at its own cost, as promptly as practicable (but in no event more than use its reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after so required or requested pursuant to this Section 2) file with the Commission such filing obligation arises, and thereafter shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” andor become effective, together with the Exchange Offer Registration Statementas applicable, a “Registration Statement”) on an appropriate form under the Securities Act relating on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the offer and first Business Day thereafter) after such filing obligation arises; provided, however, that if the Company has not consummated the Exchange Offer within 375 days (or if such 375th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Company will use its reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement Notes, and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement be declared effective on or prior to become effective, as applicable, under the 270th Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 60th day Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the date on which the Shelf Registration Statement is required SEC to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by included in such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder agrees in writing necessary to be bound make any information previously furnished to the Company by all the provisions of this Agreement applicable to such HolderHolder not materially misleading.
(bii) The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by the Holders second anniversary of the relevant Securities, for a period effective date of two years the Shelf Registration Statement (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3 hereof) below) from the Issue Date (or such shorter period that will terminate when all of the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding or otherwise cease to be Transfer Restricted Notes) (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Effectiveness Period”). The Company shall be deemed not further agrees, if necessary, to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of the Commission and Transfer Restricted Notes copies of any such supplement or amendment (ii) not or, with respect 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 documents incorporated by reference, to make available) promptly after its being used or filed with the statements therein, in light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Penn National Gaming Inc), Registration Rights Agreement (Penn National Gaming Inc)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company determines upon the advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ;
(ii) for any other reason the Registered Exchange Offer is not consummated within 310 270 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) date hereof;
(iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer or Offer;
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer under applicable law or applicable policies of the Commission; or, in the case of
(v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable Exchange New Securities on the date of the exchange for validly tendered (and any such Holder so requestsnot withdrawn) Transfer Restricted Securities, the Company shall take effect a Shelf Registration Statement in accordance with subsection (b) below (the following actions:date on which any of the conditions described in the foregoing clauses (i) through (v) occur, including in the case of clauses (iii), (iv) and (v) the receipt of the required notice, being a "Trigger Date"):
(ai) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall, at its cost, shall as promptly as practicable (but in no event more than 60 50 days after so required or requested pursuant to this Section 2) the Trigger Date), prepare and file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the Act a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission (or for such longer period if extended pursuant to Section 3(j4(j)) below) from the Issue Date or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer restricted securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof"Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Southern Power Co), Registration Rights Agreement (Southern Power Co)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is and the Co-Issuer are not permitted required to effect a Registered file an Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer Registration Statement or to consummate the Registered Exchange Offer because the Exchange Offer is not consummated within 310 days permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or (ii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an affiliate of the Issue Date Company or the Co-Issuer) and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company, the Co-Issuer or one of their affiliates, then, upon such Holder’s request prior to the 20th day following consummation of the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall:
(i) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and
(ii) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as possible (unless it becomes effective automatically upon filing), and in any event on or before the 365th day after the obligation to file such Shelf Registration Statement arises (or if the 310th such 365th day is not a business dayBusiness Day, the first business day thereafternext succeeding Business Day). Each of the Company, the Co-Issuer and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (iiic) an hereof to the extent necessary to ensure that it is available for resales of Initial Purchaser so requests Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with respect the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities (or covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). During the Private Exchange Securities) not eligible period during which the Company is required to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than maintain an Exchanging Dealer) is not eligible effective Shelf Registration Statement pursuant to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhis Agreement, the Company shall take will, prior to the following actions:
(a) The Company shallexpiration of that Shelf Registration Statement, at its costfile, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement (relating to the Securities, which shall be deemed the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) for purposes of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 HolderAgreement.
(b) The Company shall use its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Verso Sartell LLC), Registration Rights Agreement (Verso Sartell LLC)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 225 days of the Issue Date (or or, if the 310th such 225th day is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, Securities for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (California Tire Co), Registration Rights Agreement (J H Heafner Co Inc)
Shelf Registration. (a) If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 400 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) and (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(aA) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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, it being agreed however, that (1) in the case contemplated by clause (a)(i) of this Section, the Company is filing a shall use its reasonable best efforts to cause the Shelf Registration Statement due to (x) be declared effective on or prior the occurrence 180th day of the events specified Issue Date (unless it becomes effective automatically upon filing), and (2) in clause the cases contemplated by clauses (ia)(ii) and (a)(iii) of this Section 2, the Company shall use its reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day 90th date after the date on which the Shelf Registration Statement is required to be filed; filed (unless it becomes effective automatically upon filing), provided, howeverfurther, that no Holder (other than an the Initial 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.
(bB) The Company shall use its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(cC) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 2 contracts
Samples: Purchase Agreement (Dynegy Inc.), Registration Rights Agreement (Dynegy Inc.)
Shelf Registration. If, In the event that (i) the Company is not permitted to effect the Exchange Offer because of any change in law or in applicable currently prevailing interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an (1) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) is not eligible to be exchanged for Exchange Securities permitted, in the Registered Exchange Offer and held by it following consummation reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange without restriction under the Securities on Act and applicable blue sky or state securities laws, (2) such Initial Purchaser requests registration of Registrable Securities held by such Initial Purchaser and (3) such Initial Purchaser's request is made no later than the later of (A) the date of filing of the exchange Exchange Offer Registration Statement and (B) 120 days following the Issue Date (any such Holder so requestsof the events specified in (i) - (iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company shall take promptly deliver to the following actions:
(a) The Company shallHolders and the Trustee written notice thereof and, at its cost, file as promptly as practicable (but after such Shelf Registration Event Date, and, in no event more than 60 any event, within 45 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “such Shelf Registration Statement” and, together with Event Date (which shall be no earlier than 90 days after the Exchange Offer Registration Statement, a “Registration Statement”Closing Date) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) providing for the occurrence sale by the holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (iiiii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts may register such Registrable Securities together with the Exchange Offer Registration Statement, filed pursuant to have such Shelf Registration Statement declared effective on or prior Section 2(a), and the requirements as to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no timing applicable thereto. No Holder (other than an Initial Purchaser) of Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order for the Rule 144(k) Period (subject to permit extension pursuant to the prospectus included therein to be lawfully delivered by the Holders last paragraph of the relevant Securities, for a period of two years (Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Securities securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be Registrable Securities (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof"Effectiveness Period"). The Company shall not permit any securities other than Registrable Securities to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement effective during is declared effective, provide to each Holder a reasonable number of copies of the requisite period if it voluntarily takes any action that would result in Holders Prospectus which is a part of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and notify each such Holder when the related prospectus and any amendment Shelf Registration has become effective. The Company further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Texas Utilities Co /Tx/), Registration Rights Agreement (Texas Utilities Co /Tx/)
Shelf Registration. If, (a) If (i) because of due to any change in law law, Commission policy or in applicable interpretations thereof by the staff of the Commission’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Registered Exchange Offer is not consummated within 310 360 days of the Issue Date (Closing Date; or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any Holder, prior to the Initial Securities (or effectiveness of the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held Registration Statement, notifies the Issuers that (a) it is prohibited by it following consummation of the Registered Exchange Offer law or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates Commission policy from participating in the Registered Exchange Offer, (b) it may not resell New Securities acquired by it in the Registered Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange Securities on resales or (c) it is a broker-dealer and owns notes acquired directly from the date Issuers or an affiliate of the exchange and any such Holder so requestsIssuers, the Company Issuers shall take promptly deliver to the following actions:Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.
(ab) The Company shallIf the Shelf Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, at its cost, (i) the Issuers shall as promptly as practicable (but in no event more later than 60 360 days after so required the Closing Date (or requested pursuant if such 360th day is not a Business Day, the next succeeding Business Day)) use their commercially reasonable efforts to this Section 2) file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective under the Act within 90 days (unless it becomes effective automatically upon filingor if such 90th day is not a Business Day, the next succeeding Business Day) after the filing thereof with the Commission, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial 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 of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(bii) The Company Issuers shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or (iiB) are no longer restricted securities one year from the effective date of the Shelf Registration Statement (as defined in Rule 144 under any such case, the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company Issuers shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless such action is (x) required by applicable lawlaw or otherwise taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuers shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (iiB) 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (CHC Helicopter S.A.), Registration Rights Agreement (CHC Helicopter S.A.)
Shelf Registration. If, If (i) the Issuers are not required to file the Exchange Offer Registration Statement or permitted to consummate the Exchange Offer as contemplated in Section 2.1 because of any change in the Exchange Offer is not permitted by applicable law or in by SEC rules or regulations or applicable interpretations thereof by the staff of the Commission, SEC or (ii) any Holder of Transfer Restricted Securities (having a reasonable basis to do so) notifies the Company Issuers prior to the 20th day following consummation of the Exchange Offer that (A) it is prohibited by law or SEC policy from participating in the Exchange Offer or (B) it may not resell the Securities acquired by it in the Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not permitted to effect appropriate or available for such resales or (C) it is a Registered Exchange OfferParticipating Broker-Dealer and owns Securities acquired directly from the Issuers or an affiliate of the Issuers, as contemplated by Section 1 hereof, then in case of each of clauses (i) and (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayIssuers shall, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actionsat their cost:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its Use their reasonable best efforts to cause file with the SEC on or prior to be declared effective 45 days after the earlier of (unless it becomes effective automatically upon filingx) a registration statement (the “Shelf Registration Statement” and, together with date on which the Issuers determine or receive notice from the SEC that the Exchange Offer Registration StatementStatement cannot be filed as a result of clause (i) above and (y) the date on which the Issuers receive the notice specified in clause (ii) above, (such earlier date, the "Filing Deadline"), a “Shelf Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC on or prior to the later of (x) 90 days after the Filing Deadline for the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day 150 days after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 HolderClosing Date.
(b) The Company shall use its Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant nine months in the case of a Shelf Registration Statement relating only to Section 3(j) belowPrivate Exchange Securities) from the Issue Date date the Shelf Registration Statement is declared effective by the SEC, or for 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 restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Transfer Restricted Securities (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 such action is required by applicable law"Effectiveness Period").
(c) Notwithstanding any other provisions of this Agreement hereof, use their reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Issuers shall not permit any securities other than Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuers further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Samples: Note Registration Rights Agreement (Aladdin Gaming Enterprises Inc), Note Registration Rights Agreement (Aladdin Gaming Enterprises Inc)
Shelf Registration. If, In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because of it would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, Staff of the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayfor any other reason completed by June 30, the first business day thereafter) 2003, (iii) an Initial Purchaser so requests after June 30, 2003, at the request of any Holder with respect to the Initial any Registrable Securities (or the Private Exchange Securities) held by it, if such Holder is not eligible to be exchanged for Exchange Securities permitted, in the Registered opinion of counsel for such Holder, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and held by it following consummation thereby receive securities that are freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due solely to the status of such Holder as an Affiliate of the Registered Exchange Offer Company or as a Participating Broker-Dealer) or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging a Participating Broker-Dealer) that participates is eligible to participate in the Registered Exchange Offer, and properly tenders its Registrable Securities in accordance with the procedures of the Exchange Offer, and such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shalluse its best efforts to cause to be filed as soon as practicable after such determination, at its costdate or request, as promptly as practicable the case may be (but in no event more than 60 30 days after so required such determination, date or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) request), a registration statement (the “Shelf Registration Statement” and, together with Statement providing for the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of all the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time (other than Registrable Securities owned by Holders who have elected not to time include such Registrable Securities in accordance with the methods of distribution set forth in the such Shelf Registration Statement and Rule 415 or who have not complied with their obligations under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (xpenultimate paragraph of Section 3 hereof or under this paragraph) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts and to have such Shelf Registration Statement declared effective on or prior by the SEC. In the event that the Company is required to the 270th day after the Issue Date or (y) the occurrence of the events specified in file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of this Section 2the preceding sentence, the Company shall use its reasonable best efforts to file and have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions Holders after completion of this Agreement applicable to such Holder.
(b) the Exchange Offer. The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein Securities cease to be lawfully delivered by Registrable Securities (the Holders of the relevant Securities, for a period of two years ("Shelf Effectiveness Period"). The Company further agrees to supplement or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by amend the Shelf Registration Statement (i) have been sold pursuant thereto and the related Prospectus if required by the rules, regulations or (ii) are no longer restricted securities (as defined in Rule 144 under instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities ActAct or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, or and to use its best efforts to cause any successor rule thereof)such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) . Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Gables Realty Limited Partnership), Registration Rights Agreement (Gables Realty Limited Partnership)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 315 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is notifies the Company in writing during the 20 business days following consummation of the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after so required such obligation arises and (ii) 270 days (or requested pursuant to this Section 2if the 270th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Appalachian Power Co), Registration Rights Agreement (AEP Texas Inc.)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by May 12, 2014 or the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayby June 9, the first business day thereafter) 2014; (iii) an Initial Purchaser so requests with respect to the Initial Purchasers determine upon advice of their counsel that a Shelf Registration Statement must be filed in connection with any public offering or sale of Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it them following consummation of the Registered Exchange Offer Offer; or (iv) any Holder (other than an Exchanging Dealerthe Initial Purchasers) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder or does not receive freely tradeable New Securities in the Registered Exchange Securities on the date Offer other than by reason of such Holder being an Affiliate of the exchange and any Company (it being understood that the requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with sales of New Securities shall not result in such Holder so requestsNew Securities being not “freely tradeable”), the Company and the Guarantor shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) If required pursuant to subsection (a) The above,
(i) the Company shalland the Guarantor, at its their cost, shall as promptly as practicable (practicable, but in no event more later than 60 90 days after so required or requested pursuant such obligation to this Section 2) file arises, file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared become effective (unless it becomes effective automatically upon filing) a registration statement (under the “Act as soon as practicable, but in no event later than 120 days after the obligation to file the Shelf Registration Statement” and, together with the Exchange Offer Registration StatementStatement arises, a “Shelf Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an the Initial PurchaserPurchasers) shall be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.; and provided further, that with respect to New Securities received by the Initial Purchasers in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantor may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement;
(bii) The the Company and the Guarantor shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders until the Holders earliest of (A) the time when all of the relevant Securities or New Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities as applicable, covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without limitation by non-affiliates of the Company under clause (id) of Rule 144, (B) the date on which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto or to the Shelf Registration Statement, and (iiC) are no longer restricted securities one year from the date the Shelf Registration Statement is declared effective by the Commission (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof“Shelf Registration Period”). The ; it being understood that the Company and the Guarantor shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities or New Securities covered thereby not being able to offer and sell such Securities or New Securities during that period, unless (A) such action is required by applicable law.; or (B) such action is taken by the Company and the Guarantor in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantor’ obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company and the Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable; and
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantor shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Commission; and (iiB) 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 the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nabors Industries LTD), Registration Rights Agreement (Nabors Industries LTD)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 220 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to shall notify the Company following consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Offer; or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing that it is not eligible to participate prohibited by law or SEC policy from participating in the Registered Exchange Offer or, in or may not resell the case of any Holder (other than an Exchanging Dealer) that participates Exchange Notes acquired by it in the Registered Exchange OfferOffer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsresales by it, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 (x) in the case of clause (i) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the Issue Date and (y) in the case of clause (ii), (iii) or (iv) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed.
(c) The Company shall use its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(cd) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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 thereunder 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Oci Holdings Inc), Registration Rights Agreement (Oci Holdings Inc)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 310 days of 30 Business Days after the Issue Date (or if the 310th day Exchange Offer Registration Statement is not a business day, the first business day thereafter) declared effective; (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer Offer; or (iv) any Holder notifies the Company that (other than an Exchanging DealerA) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not eligible to participate resell the Exchange Notes acquired by it in the Registered Exchange Offer or, to the public without delivering a prospectus and the prospectus contained in the case of any Holder Exchange Offer Registration Statement is not appropriate or available for such resales; or (other than C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date Affiliate of the exchange and any such Holder so requestsCompany, then the Company and the Guarantors shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below.
(ab) (i) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant and the Guarantors shall use their respective reasonable best efforts to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (unless it becomes effective automatically upon filingor, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Notes, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderHolder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(bii) The Company and the Guarantors shall use its their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) belowthe “Shelf Registration Period”) from the Issue Date date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 or cease to offer and sell such Securities during that period, unless such action is required by applicable lawbe outstanding.
(ciii) Notwithstanding any other Subject to the provisions of this Agreement to the contrarySection 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act; and (iiB) 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Leap Wireless International Inc), Registration Rights Agreement (Leap Wireless International Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date by November 12, 2017 (or or, if the 310th day such date is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer by law or policy of the Commission or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and if any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th later to occur of (i) October 13, 2017 (or, if such date is not a business day, the first business day thereafter) and (ii) the 240th day after the Issue Date or date of the event specified in clause (i) of this Section 2 and (y) the occurrence of one of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th 210th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of original issue of the Initial Securities under the Purchase Agreement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)thereto. The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (New Home Co Inc.), Registration Rights Agreement (New Home Co Inc.)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 270 days following the Issue Date or (B) the Exchange Offer is not consummated within 310 45 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 270-day period or if the 310th Exchange Offer shall be consummated after such 45-day is not a business dayperiod, then the first business Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 270-day thereafter) period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) if any Holder (other than an Exchanging DealerInitial Purchaser holding Notes under the circumstances referred to in clause (iv) below) is not eligible to participate in the Registered Exchange Offer orunder applicable law or applicable interpretations of the staff of the Commission or elects to participate in the Exchange Offer but does not receive Exchange Notes which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Initial Purchaser prior to the 90th day following the consummation of the Exchange Offer with respect to any Registrable Notes held by it, if such Initial Purchaser is not permitted, in the case opinion of its counsel, pursuant to applicable law or applicable interpretations of the staff of the Commission, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and the securities or blue sky laws of any Holder state of the United States or other jurisdiction (other than an Exchanging Dealerany of the events specified in (i), (ii), (iii) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on or (iv) being herein referred to as a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof being herein referred to as a "Shelf Registration Event Date"), the Company shall take the following actions:
(a) The Company shall, at its cost, :
(A) as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 270th day after so required the Issue Date or requested pursuant to this Section 2(b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale resale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Notes and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act Statement;
(hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (xB) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have cause such Shelf Registration Statement to be declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence of the events specified Commission as promptly as practicable, but in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to no event later than the 60th day after the date on which the Company is required to file the Shelf Registration Statement; it being understood that in the event that the Company is required to file a Shelf Registration Statement is required pursuant to be filed; providedclause (iii) or (iv) above, however, that no Holder (the Company shall file and use its reasonable best efforts to have declared effective by the Commission both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Notes other than an Initial Purchaserthe Private Exchange Notes (if any) shall be entitled to have the Securities held by it covered by such and a Shelf Registration Statement unless such with respect to resales of Registrable Notes held by the related Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.or Initial Purchaser, as applicable;
(bC) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from after the Issue Date or such shorter period that will terminate when (subject to extension pursuant to the last paragraph of Section 3) or, if earlier, until all of the Securities Registrable Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, (ii) are no longer restricted securities (as defined in become eligible for resale pursuant to Rule 144 144(k) under the Securities Act1933 Act or (iii) cease to be Registrable Notes (the "Effectiveness Period"); and
(D) notwithstanding any other provisions hereof, or any successor rule thereof). The Company shall be deemed not to have used use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action ensure 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.
(ci) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and each amendment thereto (if any) and the related prospectus Prospectus forming a part thereof and any each amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to thereto comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and Act, (ii) not to contain neither the Shelf Registration Statement nor any amendment thereto, when it becomes effective, contains an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) except during circumstances described in the last two paragraphs of Section 3, neither the Prospectus forming part of the Shelf Registration Statement nor any amendment or supplement thereto includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Holder of Registrable Notes expressly for use therein. During any 365-day period, the Company may, by notice to the Holders, suspend the availability of the Shelf Registration Statement and the use of the Prospectus for up to two periods, regardless of duration, but not more than an aggregate of 60 days, or for one period not to exceed 30 consecutive days, if: (i) such action is required by applicable law; (ii) such action is taken by the Company in good faith and for valid business reasons, including the acquisition or divestiture of assets or a material corporate transaction or event; or (iii) the happening of any event or the discovery of any fact that makes any statement made in the Shelf Registration Statement or Prospectus untrue in any material respect or constitutes an omission to state a material fact in the Shelf Registration Statement or Prospectus. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 5 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fiserv Inc), Registration Rights Agreement (Fiserv Inc)
Shelf Registration. IfTo the extent not prohibited by any law or applicable SEC policy, in the event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or SEC policy, (ii) the Registered Exchange Offer is not consummated for any other reason declared effective under the Securities Act by the SEC within 310 180 days of after the Issue Date (or if the 310th day is not a business dayClosing Time, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any Holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in law or SEC policy it is not entitled to participate in the Exchange Offer, (2) due to a change in law or SEC policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the Initial Securities (or public without delivering a Prospectus and the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (3) it is a broker-dealer and held by it following consummation owns Securities acquired directly from the Issuer or an affiliate of the Registered Exchange Offer Issuer, or (iv) any Holder (other than an Exchanging Dealer) is the holders of a majority in aggregate principal amount of the Securities may not eligible to participate resell the Exchange Notes acquired by them in the Registered Exchange Offer orto the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any Holder of (other than an Exchanging Dealeri) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhrough (iv), the Company shall take the following actions:
(a) The Company Issuer shall, at its the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (but in no event more than 60 A) 90 days after so required the Closing Time or requested (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to this Section 2clause (b)(ii) file with above shall be cancelled, provided, that such cancellation shall not relieve the Commission Issuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and thereafter payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “Shelf Registration Statement” SEC as soon as practicable and, together with in any event, on or prior to 90 days after the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating obligation to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in file the Shelf Registration Statement and Rule 415 under the Securities Act arises (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration Statement due pursuant to (x) this Agreement unless and until such Holder furnishes to the occurrence Issuer in writing, within 10 days after receipt of a request therefor, such information as the events specified Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified Prospectus included therein, reasonably request for inclusion in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such any Shelf Registration Statement declared effective on or prior Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the 60th day after Issuer all information with respect to such Holder necessary to make any information previously furnished to the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered Issuer by such Shelf Registration Statement unless such Holder not materially misleading. The Issuer 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 Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securitieseffective, supplemented and amended for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) six months from the Issue Date Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer restricted securities (as defined in Rule 144 under the Securities Act“Effectiveness Period”), or any successor rule thereof). The Company provided, however, that with respect to the Private Exchange Notes, if issued, the Issuer shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes of 60 days. The Issuer shall not permit any action that would result securities other than Registrable Securities to be included in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment Registration. The Issuer further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Notes, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Notes if the aggregate principal amount of such Private Exchange Notes does 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 misleadingexceed $5,000,000.
Appears in 2 contracts
Samples: Registration Rights Agreement (Twenty-First Century Fox, Inc.), Registration Rights Agreement (Twenty-First Century Fox, Inc.)
Shelf Registration. If, (i) If, because (A) the Issuer is not required to file the Exchange Offer Registration Statement or (B) of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company Issuer is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 210 days of the Closing Date (or within 270 days of the Closing Date in the event the Exchange Offer Registration Statement is reviewed by the SEC) or the Exchange Offer is not consummated within 310 30 business days of the Issue Date (or longer, if required by the 310th day is not a business day, federal securities laws) after the first business day thereafter) date on which the Exchange Offer Registration Statement was declared effective by the SEC or (iii) an Initial Purchaser so requests with respect if a Holder notifies the Issuer and the Guarantor prior to the Initial Securities (or 20th day following the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or that it (iv) any Holder (other than an Exchanging DealerA) is not eligible permitted to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does (B) may not receive freely tradeable resell the Exchange Securities on acquired by it in the date Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales or (C) is a broker-dealer and owns notes acquired directly from the Issuer or an affiliate of the exchange Issuer, then in case of each of clauses (i) through (iii) the Issuer and any such Holder so requeststhe Guarantor shall, at the Company shall take the following actionsIssuer’s cost:
(a) The Company shall, at its costUse all commercially reasonable efforts to file, as promptly as practicable (but in no event more later than 60 45 days after so required or requested pursuant to this Section 2any of the circumstances in clauses (i) file through (iii) above being satisfied, with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii)Statement, (iii) or (iv) of this Section 2, the Company and thereafter shall use its all commercially reasonable best efforts to have cause to be declared effective, as promptly as practicable but no later than 90 days after such date described above, such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 HolderStatement.
(b) The Company shall use its Use all commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (subject to Section 3(e)), or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date 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 restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Transfer Restricted Securities (the requisite period if it voluntarily takes any action “Effectiveness Period”); provided, however, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall be extended to offer the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use all commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Issuer and the Guarantor agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Universal Hospital Services Inc), Registration Rights Agreement (Universal Hospital Services Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not (A) required to file the Exchange Offer Registration Statement or (B) permitted to effect a Registered Consummate the Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer because the Registered Exchange Offer is not consummated within 310 days permitted by applicable law or applicable interpretations of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Commission or (ivii) any Holder represents to the Company prior to the 20th day following Consummation of the Exchange Offer that (other than an Exchanging DealerA) such Holder is not eligible to participate prohibited by law or applicable interpretations of the Commission from participating in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) such Holder does may not receive freely tradeable resell the Exchange Securities on Notes acquired by it in the date of Exchange Offer to the exchange public without delivering a prospectus and any the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder so requests, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or any of its Affiliates, then the Company, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall take the following actions:
(ax) The Company shall, at use its cost, as promptly as practicable (but in no event more than 60 days after so required or requested commercially reasonable efforts to file a shelf registration statement pursuant to this Section 2) file with Rule 415 under the Commission and thereafter shall use its reasonable best efforts Act (which may be an amendment to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement the Exchange Offer Registration Statement (the “Shelf Registration Statement” and”)), together with covering the resale of all Transfer Restricted Securities, and cause such Shelf Registration Statement to become effective no later than 180 days (or if such 180th day is not a Business Day, the next succeeding Business Day), after the earlier of (i) the date as of which the Company determines that the Exchange Offer Registration StatementStatement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or if such 180th day is not a Business Day, the next succeeding Business Day, being referred to herein as the “Shelf Effectiveness Deadline”. Notwithstanding the foregoing, the Company shall under no circumstances be obligated to file a Shelf Registration Statement for the benefit of Holders who would have received freely transferable Exchange Notes pursuant to the Exchange Offer had they not (A) failed to duly tender their Initial Notes for exchange pursuant to the Exchange Offer, or otherwise failed to comply with the requirements of the Exchange Offer as provided in Section 3 hereof or (B) failed to furnish to the Company such information as the Company may request in accordance with Section 4(b) in connection with a Shelf Registration Statement”. If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) on an appropriate form above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the Securities Act relating to the offer and sale filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Shelf Effectiveness Deadline. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time entitled 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) benefit of this Section 24(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall use its commercially reasonable best efforts to have such keep any Shelf Registration Statement declared effective on or prior required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the 270th day after provisions of Sections 6(b) and 6(c) hereof and in conformity with the Issue Date or (y) requirements of this Agreement, the occurrence Act and the policies, rules and regulations of the events specified in clause Commission as announced from time to time, for a period of at least one year (ii), (iiias extended pursuant to Section 6(c)(i) or (iv6(d)) of this Section 2following the Settlement Date, the Company shall use its reasonable best efforts to have or such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the shorter period as will terminate when all Transfer Restricted 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawTransfer Restricted Securities.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Huntington Bancshares Inc /Md/)
Shelf Registration. If, (i) the Issuers are not required to file the Exchange Offer Registration Statement, as contemplated by Section 1 hereof, or (ii) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is Issuers are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (iiiii) the Issuers have not consummated the Registered Exchange Offer is not consummated within 310 by the 31st day (or such longer period as required by law to hold open the Exchange Offer) after 300 days of after the Issue Date or (iv) with respect to each of the following, the Holder notifies the Issuers prior to the 20th business day (or if the 310th 20th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to following the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that: (a) such Holder has been advised by counsel that it is prohibited by law or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in policy of the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates Commission from participating in the Registered Exchange Offer, (b) such Holder does has been advised by counsel that it may not receive freely tradeable resell the Exchange Securities on acquired by it in the date Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales, or (c) such Holder is a broker-dealer and owns Securities acquired directly from the Issuers or an affiliate of the exchange and any such Holder so requestsIssuers, the Company Issuers shall take the following actions:
(a) The Company Issuers shall, at its their cost, as promptly as practicable (but in no event more than 60 on or prior to 30 days after so required or requested (or, with respect to clause (iv) above, on or prior to 30 days after the 20th business day (or if the 20th day is not a business day, the first business day thereafter) following consummation of the Registered Exchange Offer) pursuant to this Section 2) , file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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. The Issuers shall use their commercially reasonable efforts to cause such Shelf Registration Statement to become effective under the Securities Act within 90 days (or if the 90th day is not a business day, the first business day thereafter) after so required or requested to file such Shelf Registration Statement pursuant to this Section 2.
(b) The Company Issuers shall use its their commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company Issuers shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action 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 Issuers shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Horizon Personal Communications Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if 180th day after the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an the Initial Purchaser so requests within 10 business days following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10 business days following consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer or, in or such Holder may not resell the case of any Holder (other than an Exchanging Dealer) that participates Exchange Notes acquired by it in the Registered Exchange Offer, Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder; or such Holder does not receive freely tradeable Exchange Securities on is a broker-dealer and holds Notes that are part of an unsold allotment from the date original sale of the exchange and any such Holder so requestsNotes, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"):
(a) The Company shall, at its cost, as shall promptly as practicable (but in no event more than 60 45 days after so required the Trigger Date (or requested pursuant to this Section 2if the 45th day is not a business day, the first business day thereafter) (such 45th day being a "FILING DEADLINE")) file with the Commission and thereafter shall (i) in the case of Section 2(i) above, use its commercially reasonable best efforts to cause to be declared effective on or prior to the 180th calendar day following the Closing Date and (unless it becomes ii) in the case of Section 2(ii) through 2(iv) above, use its commercially reasonable efforts to cause to be declared effective automatically upon filingon or prior to the 60th day after Filing Deadline (each of such days being an "EFFECTIVENESS DEADLINE") a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder Xxxxxx agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or are saleable pursuant to Rule 144(k) (the "SHELF REGISTRATION PERIOD"). The Except as provided elsewhere in this Agreement, the Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Buffets Holdings, Inc.)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Exchange Offer is not permitted by applicable law (after the Company and the Subsidiary Guarantors have complied with the procedures set forth in Section 6(a)(i) hereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Series B Notes acquired by it in the Exchange Offer to effect the public without delivering a Registered prospectus and the Prospectus contained in the Exchange OfferOffer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any of its Affiliates, then the Company and the Subsidiary Guarantors shall:
(1) cause to be filed, on or prior to 45 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as contemplated by Section 1 hereof, a result of clause (a)(i) above and (ii) the Registered Exchange Offer is not consummated within 310 days of date on which the Issue Date Company receives the notice specified in clause (or if the 310th day is not a business day, the first business day thereaftera) (iiiii) an Initial Purchaser so requests with respect to above (the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or45th day after such earlier date, being hereinafter referred to, in the case of any Holder references herein to the Shelf Registration Statement, as the "Filing Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (other than which may be an Exchanging Dealer) that participates in amendment to the Registered Exchange OfferOffer Registration Statement (the "Shelf Registration Statement")), such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsrelating to all Transfer Restricted Securities, the Company shall take the following actions:and
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their respective reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared to become effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day 120 days after the date on which the obligation of the Company and the Subsidiary Guarantors to file the Shelf Registration Statement arises (such 120th day being hereinafter referred to, in the case of any references herein to the Shelf Registration Statement, as the "Effectiveness Deadline"). The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be available for sales of Transfer Restricted Securities by the Holders thereof entitled to have the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(d)) following the date on which such Shelf Registration Statement first became effective under the Act, or such shorter period as will terminate when all Transfer Restricted 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawthereto.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Encore Industries Inc /Ga)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 375 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is notifies the Company in writing during the 20 business days following consummation of the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 240 days (or if the 240th day is not a business day, the first business day thereafter) after so required such obligation arises and (ii) 330 days (or requested pursuant to this Section 2if the 330th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 1 contract
Shelf Registration. If, : (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company Issuer determines that it is not permitted to effect a Registered Exchange Offer, Offer as contemplated by Section 1 hereof, ; (ii) the for any other reason a Registered Exchange Offer is not consummated within 310 days of by the Issue 150th day after the respective Notice Date (or if the 310th such day is not a business day, the first business day thereafter) thereafter and as extended by any Delay Period (defined below)), (iii) an Initial the Purchaser so requests if it so determines that any Holder is not eligible to participate in any Registered Exchange Offer; (iv) the Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Certificates not eligible to be exchanged for Exchange Securities Certificates in a Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder that participates in a Registered Exchange Offer and held by it following consummation does not or will not receive freely transferable Exchange Certificates in exchange for tendered Certificates (including as a result of the Registered Holder being required under applicable law to deliver a prospectus in connection with any resale of Exchange Offer or Certificates) (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of clause (iii), (iv) or (v), the Purchaser may make the determination or request at any Holder (other than an Exchanging Dealer) that participates time after the date first written above and prior to the expiration of the Shelf Registration Period and shall communicate such determination or request to the Issuer in writing for the respective Registered Exchange Offer and, in connection therewith, if such notice is given prior to the consummation of the respective Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date Purchaser may request that the Issuer and the Class C Trustee cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trustee's obligations under Section 1, as well as any liabilities of the exchange and any Issuer under Section 3 related to Section 1, shall terminate with respect to such Holder Registered Exchange Offer); (vi) the Purchaser holds Private Exchange Certificates received in connection with a Registered Exchange Offer; or (vii) the Issuer so requestselects, the Company following provisions shall take the following actionsapply:
(a) The Company Issuer shall, at its costsubject to Section 5, as promptly as practicable file (but in no event more than 60 forty-five (45) days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its all reasonable best efforts to cause to be declared effective within one hundred twenty (unless it becomes effective automatically upon filing120) days after so required or requested pursuant to this Section 2 a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities 1933 Act relating to the offer and sale of the Transfer Restricted Securities Certificates (as defined in Section 6(d) hereofor Private Exchange Certificates or Exchange Certificates) by the Holders thereof of the Certificates (or Private Exchange Certificates or Exchange Certificates) from time to time in accordance with the methods of distribution set forth in the Annex D hereto and set forth in such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 Issuer shall use its all reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered usable by Holders or the Holders of the relevant SecuritiesPurchaser, as applicable, for a period of two (2) years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date first written above or such shorter period that will terminate when all the Securities Certificates covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer restricted securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof"Shelf Registration Period"). The Company Issuer shall be deemed not to have used its reasonable best efforts to keep cause the Shelf Registration Statement to become, or to remain, effective during the requisite period if it US Airways voluntarily takes any action that would result in any such Registration Statement not being declared effective or in the Holders of Securities covered thereby not being able to offer and sell such Securities during that period, period unless (i) such action is required by applicable law, or
(ii) US Airways cannot obtain, after using its reasonable best efforts, financial information (or information used to prepare such information) necessary for the Shelf Registration Statement or any amendment or supplement thereto, or (iii) such action is taken by US Airways in good faith and for valid business reasons (not including avoidance of US Airways' obligations hereunder) to prevent the disclosure of any material fact(s) related directly or indirectly to US Airways. A Shelf Registration Statement filed with the Commission pursuant to this Section 2(b) shall not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that if, after it has been declared effective, the offering of Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, or Holders are not otherwise able to offer and sell Securities covered by such Shelf Registration Statement, such Shelf Registration Statement shall be deemed not to have been effective during the period of such interference or period of unavailability, until the offering of Securities pursuant to such Shelf Registration Statement may legally resume (and the two year period referred to above shall be extended by a number of days equal to such period).
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company Issuer shall cause the use its best efforts to ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder; (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Shelf Registration. If, and only if, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, Commission the Company is or the Guarantor are not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 310 210 days of after the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an any Initial Purchaser so requests within 210 days after the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) Notes not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any applicable law or interpretations do not permit any Holder (other than an Initial Purchaser) to participate in the Registered Exchange Offer, or (v) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging DealerInitial Purchaser) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable transferable Exchange Securities on the date Notes in exchange for tendered Notes (other than as a result of such Holder being an affiliate of the exchange and any such Holder so requestsCompany or the Guarantor), the Company shall take then the following actionsprovisions shall apply:
(a) The Company shall, at its cost, and the Guarantor shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 22 and not earlier than 180 days after the Issue Date) file with the Commission (the “Shelf Filing Date”), and thereafter shall use its their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (a “Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement” and, the together with any Exchange Offer Registration Statement, a “Shelf RegistrationRegistration Statement”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder that, with respect to Exchange Notes received by the Initial Purchasers in exchange for Notes constituting any portion of an unsold allotment and with respect to Notes or Exchange Notes held by an Exchanging Dealer, the Company and the Guarantor may, if permitted by current interpretations by the staff of the Commission, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 9.B and 9.D of Form 20-F, as applicable, in satisfaction of their obligations under this subsection (other than an Initial Purchasera) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be entitled referred to have herein as, and governed by the Securities held by it covered by such provision herein applicable to, a Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company and the Guarantor shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Securities for a period ending on the earliest of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when Date, (ii) the date on which all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (iiiii) are no longer restricted securities (as defined in the date on which the Notes become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep such period being called 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 Securities during that period, unless such action is required by applicable lawPeriod”).
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause and the Guarantor will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto when it becomes effective, and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) any Shelf Registration Statement and any amendment thereto when it becomes effective (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Bunge LTD)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Initial Purchaser so requests not later than 90 days following consummation of the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iviii) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable Exchange Securities on the date of the exchange and any such Holder so requestsrequests and the prospectus contained in the Exchange Offer Registration Statement is not available for resales by such Holder, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clause (iii) the receipt of the required notice, being a “Trigger Date”):
(a) a. The Company shall, at its cost, as promptly as practicable shall (but in no event more than 60 75 days after so required or requested pursuant to this Section 2the Trigger Date (such 75th day being a “Shelf Filing Deadline”)) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 150th day after the Trigger Date (unless it becomes effective automatically upon filingsuch 150th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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) b. The Company shall use its reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, as of the Exchange Offer Filing Deadline, (ii) the Registered Exchange Offer is not consummated within 310 days of by the 310th day following the Issue Date (or if such day being the 310th day is not a business day“Exchange Offer Consummation Deadline”), the first business day thereafter) (iii) an any Initial Purchaser so requests in writing during the 20 business days following consummation of the Exchange Offer (such period being a “Shelf Registration Notice Period”) with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is notifies the Company in writing during the Shelf Registration Notice Period that, based upon an opinion of counsel reasonably satisfactory to the Company, it was not eligible to participate in the Registered Exchange Offer or, in the case of any if such Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does will not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 90 days after so required the Exchange Offer Filing Deadline (in the case of (i) above), the Exchange Offer Consummation Deadline (in the case of (ii) above) or requested pursuant to this Section 2the expiration of the Shelf Registration Notice Period (in the case of (iii) and (iv) above) (each such day being a “Shelf Registration Filing Deadline”)), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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; provided, further, that, to the extent required by the Securities Act, the Company shall also register the Mortgage Bonds in the Shelf Registration Statement and provided, further, that, to the extent the Company was obligated to file a Shelf Registration Statement solely because it did not consummate the Registered Exchange Offer in a timely fashion by the Exchange Offer Consummation Deadline as described in (ii) above, the Company need not file or continue the filing of any such Shelf Registration Statement if the Exchange Offer is consummated subsequent to the Exchange Offer Consummation Deadline (it being understood that, to the extent the Company is or was obligated to file a Shelf Registration Statement for any other purpose, such obligation will remain binding).
(b) The Company shall use its commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof, or are otherwise no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the “Shelf Registration Termination Date”). The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless (i) such action is required by applicable law, (ii) the Company complies with this Agreement or (iii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance by the Company of its obligations hereunder), including the acquisition or divestiture of assets, so long as such action does not result in a lapse in the effectiveness of the Shelf Registration Statement of more than 45 consecutive days or 60 days within a twelve month period and the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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 thereintherein (in the case of any prospectus, in light of the circumstances under which they were made), not misleading. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnished to the Company in writing, within 10 days after receipt of a written request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if 180th day after the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an the Initial Purchaser so requests requests, in a written notice delivered to the Company, with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date upon consummation of the exchange Registered Exchange Offer and any such Holder so requests, in a written notice delivered to the Company, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"):
(a) The Company shall, at its cost, as shall promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2the Trigger Date (such 45th day being a "FILING DEADLINE")) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective no later than 140 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 140th day being an "EFFECTIVENESS DEADLINE") a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming a part thereof to be lawfully delivered by the Holders of the relevant Transfer Restricted Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date 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 "restricted securities securities" (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawlaw or is expressly permitted by this Agreement.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is and the Guarantors are not permitted required to effect a Registered file the Exchange Offer, as contemplated by Section 1 hereofOffer Registration Statement, (ii) the Registered Exchange Offer is not consummated within 310 days of permitted by applicable law or Commission policy (after the Issue Date (or if Company and the 310th day is not a business dayGuarantors have complied with the procedures set forth in Section 6(a)(A) hereof), the first business day thereafter) (iii) an Initial Purchaser so requests the Commission shall notify the Company that it shall refuse to declare effective the Exchange Offer Registration Statement filed with respect the Commission or (iv) if any Holder of Transfer Restricted Securities shall notify the Company prior to the Initial Securities 20th Business Day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Commission policy from participating in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (ivB) any such Holder (other than an Exchanging Dealer) may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, appropriate or available for such resales by such Holder does not receive freely tradeable Exchange Securities on or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the date Company or any Affiliate of the exchange and any such Holder so requestsCompany, then the Company shall take and the following actionsGuarantors shall:
(aI) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective filed, on or prior to 30 days after the earlier of (unless it becomes effective automatically upon filingx) the date on which the Company determine that the Exchange Offer Registration Statement is not required to be filed or cannot be filed as a result of clause (a)(i) or (a)(ii) of this Section 4(a) and (y) the date on which the Company receive the notice specified in clause (a)(iii) or (a)(iv)of this Section 4(a) (the 30th day after such earlier date (and in any event within 315 days after the Closing Date), the “Shelf Filing Deadline”), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement” and”)), together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the all Transfer Restricted Securities (as defined in of Holders that have provided information pursuant to Section 6(d4(b) hereof; and
(II) 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its their reasonable best efforts to have cause such Shelf Registration Statement declared to become effective on or prior to the 270th day 60 days after the Issue Date Filing Deadline for the Shelf Registration Statement (such 60th day the “Shelf Effectiveness Deadline”). If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law or Commission policy (y) the occurrence of the events specified in i.e., clause (ii), (iii) or (iva)(ii) of this Section 24), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (I) above; provided that, in such event, the Company and the Guarantors shall use its reasonable best efforts remain obligated to have such Shelf Registration Statement declared effective on or prior meet the Effectiveness Deadline set forth in clause (II) above. To the extent necessary to the 60th day after the date on which ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be filed; providedregistered therein pursuant to Section 6(b)(ii) hereof, howeverthe Company and the Guarantors shall use their reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, that no Holder supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (other than an Initial Purchaseras extended pursuant to Section 6(d)(i) shall be entitled to have hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Shelf Period”). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Local Insight Yellow Pages, Inc.)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days permitted by applicable law or Commission policy (after the Company has complied with the procedures set forth in Section 6(a)(i) hereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company prior to the 20th business day following the Consummation of the Issue Date Exchange Offer that (A) such Holder was prohibited by applicable law or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Commission policy from participating in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (ivB) any such Holder (other than an Exchanging Dealer) may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, appropriate or available for such resales by such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any or (C) such Holder so requests, is a Broker-Dealer and holds Notes acquired directly from the Company shall take or any of its Affiliates, then the following actionsCompany shall:
(aI) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective filed, on or prior to 60 days after the earlier of (unless it becomes effective automatically upon filingx) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) of this Section and (y) the date on which the Company receives the notice specified in clause (a)(ii) of this Section (the 60th day after such earlier date, the “Shelf Registration Filing Deadline”), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement” ”)), relating to all Transfer Restricted Securities held by the Holders which shall have provided the information required pursuant to Section 4(b) hereof; and
(II) shall use commercially reasonable efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, together with but in no event later than on or prior to the later of (A) 60 days after the Filing Deadline for the Shelf Registration Statement or (B) 150 days after the Closing Date (such later date the “Shelf Registration Effectiveness Deadline”). If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) of this Section), then the filing of the Exchange Offer Registration StatementStatement shall be deemed to satisfy the requirements of clause (I) above; provided that, a “in such event, the Company shall remain obligated to meet the Shelf Registration Statement”Effectiveness Deadline set forth in clause (II) on an appropriate form under above. To the Securities Act relating extent necessary to ensure that the offer and sale Shelf Registration Statement is available for sales of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time entitled 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) benefit of this Section 24(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall use its reasonable best efforts to have such keep any Shelf Registration Statement declared effective on or prior required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the 270th day after provisions of Sections 6(b) and (c) hereof and in conformity with the Issue Date or (y) requirements of this Agreement, the occurrence Act and the policies, rules and regulations of the events specified in clause Commission as announced from time to time, for a period of at least two years (ii)as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the shorter period as will terminate when all Transfer Restricted 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawthereto.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Southern Star Central Corp)
Shelf Registration. IfNotwithstanding anything to the contrary contained in this Agreement, if the Company registers shares of Common Stock on behalf of Endo LLC pursuant to a shelf registration statement (a “Shelf Registration Statement”) under Rule 415 of the Act (other than a registration pursuant to the Endo LLC Registration Rights Agreement) and such Shelf Registration Statement provides for, among other things, sales by Endo LLC through one or more (including any combination thereof) (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofblock trades, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayunderwritten offerings, the first business day thereafter) (iii) an Initial Purchaser so requests derivative transactions with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer third parties, or (iv) other types of hedging transactions (each, a “Take-down Transaction”), then Endo LLC agrees that at least 15% of the aggregate number of shares of Common Stock to be sold in any Holder (other than an Exchanging Dealer) is not eligible Take-down Transaction will be available for sale by Management Stockholders in accordance with the rights, procedures and limitations set forth in Schedule 1 attached hereto. If the Company registers shares of Common Stock on behalf of Endo LLC pursuant to participate a Shelf Registration Statement, neither the filing nor the effectiveness of such Shelf Registration Statement shall be a demand registration referred to in the Registered Exchange Offer orfirst sentence of Section 6.1 hereof and the rights and procedures outlined in Section 6.1 hereof shall not be triggered by the filing or effectiveness of such Shelf Registration Statement. Each time a Take-down Transaction occurs under a Shelf Registration Statement, the consummation of each Take-down Transaction shall not be a demand registration referred to in the case first sentence of any Holder (other than an Exchanging Dealer) that participates Section 6.1 hereof and the rights and procedures outlined in Section 6.1 hereof shall not be triggered by the Registered Exchange Offerconsummation of such transaction; provided, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actionsthat:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) Each time a registration statement (the “Take-down Transaction occurs under a Shelf Registration Statement” and, together with the Exchange Offer Registration Statementrights, limitations and procedures outlined in this Section 6.5 and Schedule 1 attached hereto shall apply to all Take-down Transactions consummated under a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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 rights and procedures outlined in Section 6.1 shall not apply to such Take-down Transaction.
(hereinafterb) Each time shares of Common Stock are included and actually sold in such Take-down Transaction, the “Shelf Registration”), it being agreed that transfer restrictions contained in the case the Company is filing a Shelf Registration Statement due Section 1.1 hereof shall no longer apply to (x) the occurrence such shares of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedCommon Stock; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have notwithstanding the Securities held by it covered by foregoing, if the sale of such Shelf Registration Statement unless such Holder agrees shares of Common Stock 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 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 (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that Take-down Transaction would result in Holders a “matching opposite-way” transaction under Section 16 of the Securities covered thereby Exchange Act of 1934, as amended from time to time, such shares of Common Stock may not being able be included in such Take-down Transaction and the restrictions contained in Section 1.1 hereof shall continue to offer and sell such Securities during that period, unless such action is required by applicable lawapply.
(c) Notwithstanding any other provisions of this Agreement to In the contrary, event the Company shall cause increases the number of shares of Common Stock to be included on a 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, (iin accordance with Section 462(b) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations Act, at least 15% of the Commission aggregate number of additional shares of Common Stock to be sold in any Take-down Transaction will be available for sale by Management Stockholders in accordance with the rights, procedures and limitations set forth in Schedule 1 attached hereto.
(ii) not Schedule 1 to contain any untrue statement of the Stockholders Agreement is hereby deleted in its entirety and a material fact or omit to state a material fact required to new Schedule 1 shall be stated therein or necessary inserted in order to make the statements therein, in light of the circumstances under which they were made, not misleading.its place:
Appears in 1 contract
Samples: Stockholders Agreement (Endo Pharmaceuticals Holdings Inc)
Shelf Registration. If, In the event (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted by applicable law or Commission policy to effect a Registered Exchange Offer, as contemplated by Offer (after the Company has complied with the final paragraph of Section 1 hereof), (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if 220th day after the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect notifies the Company in writing prior to the 40th day following the completion of the Registered Exchange Offer that any Initial Securities (or the Private Exchange Securities) held by such Initial Purchaser are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Offer, or (iv) any Holder (other than an Exchanging Dealer) is not eligible of Transfer Restricted Securities notifies the Company in writing prior to participate in the 40th day following the completion of the Registered Exchange Offer or, in the case of any that such Holder (other than an Exchanging Dealera) that participates is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (b) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as affiliate of the Company) and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable Exchange or (c) is a broker-dealer and owns Securities on acquired directly from the date Company or an affiliate of the exchange and any such Holder so requestsCompany, then the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable shall use commercially reasonable efforts to (but in no event more than 60 days after so required or requested pursuant to this Section 21) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereofand any related Guarantees to the extent the Securities are then guaranteed) 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”), it ) on or prior to 30 days after such filing obligation arises (such 30th day being agreed that in the case the Company is filing a Shelf Registration Statement due to “Filing Deadline”) and (x2) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have cause such Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) by the Commission on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th 180th day after the date on which the Shelf Registration Statement is required to be filedfiling obligation arises (such 180th day being an “Effectiveness Deadline”)); provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in have been sold pursuant to Rule 144 under the Securities Act, or any successor rule thereof; provided, however, that during such time the Shelf Registration Statement is required to be effective, the Company may institute a Suspension Period regarding the availability of the Shelf Registration Statement and the related prospectus, without being required to pay any Additional Interest, upon written notice to each Exchanging Dealer, the Initial Purchasers, the Holders of Transfer Restricted Securities and any broker-dealer (which notice shall be accompanied by an instruction to suspend the use of any prospectus), if there is a possible acquisition, business combination, other similar transaction, business development, or event involving the Company that would require the disclosure thereof in the Shelf Registration Statement and the Company reasonably determines in the exercise of its good faith judgment that such disclosure, at such time, would have a material adverse effect on the business, operations or prospects of the Company (and its subsidiaries taken as a whole). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action (other than as contemplated in this section) 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 lawlaw or is permitted under the terms of this Agreement.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Shelf Registration. IfIF (I) BECAUSE OF ANY CHANGE IN LAW OR APPLICABLE INTERPRETATIONS THEREOF BY THE COMMISSION'S STAFF, THE COMPANY IS NOT PERMITTED TO EFFECT THE REGISTERED EXCHANGE OFFER AS CONTEMPLATED BY SECTION 1 HEREOF, OR (iII) because of any change in law or in applicable interpretations thereof by the staff of the CommissionANY NOTES VALIDLY TENDERED PURSUANT TO THE REGISTERED EXCHANGE OFFER ARE NOT EXCHANGED FOR EXCHANGE SECURITIES WITHIN 105 DAYS AFTER THE FILING DATE, OR (III) THE INITIAL PURCHASER SO REQUESTS WITH RESPECT TO NOTES OR PRIVATE EXCHANGE SECURITIES NOT ELIGIBLE TO BE EXCHANGED FOR EXCHANGE SECURITIES IN THE REGISTERED EXCHANGE OFFER AND HELD BY IT FOLLOWING THE CONSUMMATION OF THE REGISTERED EXCHANGE OFFER, OR (IV) ANY APPLICABLE LAW OR INTERPRETATIONS DO NOT PERMIT ANY HOLDER TO PARTICIPATE IN THE REGISTERED EXCHANGE OFFER, OR (V) ANY HOLDER THAT PARTICIPATES IN THE REGISTERED EXCHANGE OFFER DOES NOT RECEIVE FREELY TRANSFERABLE EXCHANGE SECURITIES IN EXCHANGE FOR TENDERED NOTES, OR (VI) THE COMPANY SO ELECTS, THEN THE FOLLOWING PROVISIONS SHALL APPLY: Section 24.1. If the Company is not permitted to effect a Registered Exchange Offer, as contemplated required by Section 1 hereof, (ii2(b) hereof to file a shelf registration statement and the Registered Exchange Offer is has not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsbeen consummated, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more less than 60 15 days after so required or requested prior to filing such shelf registration) issue and deliver to any Holder, in exchange for the Notes held by such Holder, a like aggregate principal amount of debt securities (the "Alternate Private Exchange Securities") of the Company in a private exchange offer that complies with the requirements for a Private Exchange pursuant to Section 1 of this Section 2) file with Agreement. For purposes of this Agreement, "Private Exchange Securities" shall include any Alternate Private Exchange Securities. Such Alternate Private Exchange Securities shall be issued under the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (same indenture as the “Shelf Registration Statement” and, together with Exchange Securities would have been issued under had the Exchange Offer Registration Statementbeen consummated, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and Alternate Private Exchange Securities to bear the related prospectus and any amendment or supplement thereto, same CUSIP number 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 misleadingExchange Securities.
Appears in 1 contract
Samples: Note Purchase Agreement (American Water Works Co Inc)
Shelf Registration. If, In the event that (i) because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company reasonably determines that it is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the original issue of the Registrable Securities or the Exchange Offer is not consummated within 310 210 days after the original issue of the Issue Date (or if the 310th day is not a business dayRegistrable Securities, the first business day thereafter) (iii) an upon the request of any of the Initial Purchaser so requests Purchasers with respect to any Registrable Securities which it acquired directly from the Company and, with respect to other Registrable Securities held by it, if such Initial Securities (or the Private Exchange Securities) Purchaser is not eligible to be exchanged for Exchange Securities permitted, in the Registered opinion of counsel to such Initial Purchaser, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and held by it following consummation of thereby receive securities that are freely tradeable without restriction under the Registered Exchange Offer 1933 Act and applicable blue sky or state securities laws or (iv) any if a Holder (other than an Exchanging Dealer) is not eligible permitted by applicable law to participate in the Registered Exchange Offer or, based upon advice of counsel to the effect that such Holder may not be legally able to participate in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer or does not receive freely fully tradeable Exchange Securities on pursuant to the Exchange Offer (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof, the Company shall take "Shelf Registration Event Date"), then the following actions:
(a) The Company shall, at its cost, :
(a) Cause to be filed as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission occurrence of such Shelf Registration Event Date, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities (unless it becomes effective automatically upon filing) or, in the case of a registration statement (request by any Initial Purchaser, within 30 days of such request, which shall be no earlier than 90 days after the “Closing Date), a Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 HolderStatement.
(b) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) belowone year in the case of a request solely by an Initial Purchaser) from the Issue Date date the Shelf Registration Statement is declared effective by the SEC, or for such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period if it voluntarily takes any action "Effectiveness Period"); provided, however, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall be extended to offer the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Samples: Registration Rights Agreement (Fisher Scientific International Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 240 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial the Purchaser so requests with respect to promptly notifies the Company after becoming aware following consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Offer; or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate promptly notifies the Company after becoming aware that they are prohibited by law or SEC policy from participating in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days (or 300 days in the case of the event described in the immediately preceding clause (i)) after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below, but, if the triggering event for an extension arises under Section 3(b)(iv), then such period shall be extended only for such Holders as are subject to the jurisdiction issuing the notice described in Section 3(b)(iv)) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Alion Science & Technology Corp)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Initial Purchaser so requests within 90 days following consummation of the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iviii) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable Exchange Securities on the date of the exchange and any such Holder so requestsrequests and the prospectus contained in the Exchange Offer Registration Statement is not available for resales by such Holder, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clause (iii) the receipt of the required notice, being a “Trigger Date”):
(a) a. The Company shall, at its cost, as promptly as practicable shall (but in no event more than 60 75 days after so required or requested pursuant to this Section 2the Trigger Date (such 75th day being a “Shelf Filing Deadline”)) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 150th day after the Trigger Date (unless it becomes effective automatically upon filingsuch 150th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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) b. The Company shall use its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in subject to restrictions on resale pursuant to Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law; provided, however, if such Shelf Registration Statement fails to remain effective solely because of the making, by the Company or any of its subsidiaries, of a material acquisition that requires financial statements to be filed with the Commission, the Company shall be deemed to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period so long as the period of time such Shelf Registration Statement is not effective does not exceed sixty (60) days.
(c) c. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 270 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) (such 30th day being a “Shelf Registration Statement Filing Deadline,” together with the Exchange Offer Filing Deadline, each, a “Filing Deadline”) file with the Commission and thereafter shall (x) in the case of Section 2(i) above, use its reasonable best efforts to cause to be declared effective on or prior to the 270th day after the Issue Date or (y) in the case of Section 2(ii), (iii) or (iv) above, use its reasonable best efforts to cause be declared effective (unless it becomes effective automatically upon filing) on or prior to 90th day after the Shelf Registration Statement Filing Deadline (such 270th or 90th day, respectively, being an “Effectiveness Deadline”) a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law, as reasonably determined by the Company in its good faith judgment.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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 the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Rotech Healthcare Inc)
Shelf Registration. If, In the event that (i) because the Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimus amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon the request of the Initial Purchaser with respect to any Holder (other than an Exchanging Dealer) Registrable Securities held by it, if such Initial Purchaser is not eligible permitted, in the reasonable written opinion of Elias, Matz, Xxxxxxx & Xxxxxxx L.L.P., pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form without restriction under the Securities Act relating to the offer and sale of the Transfer Restricted Securities applicable blue sky or state securities laws (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Corporation and the Trust shall cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities (except in the case of clause (iiv) of this Section 2above in which case the Shelf Registration Statement need cover only the Registrable Securities held by the Initial Purchaser, the Company and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 270th day Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Issue Date or (y) Corporation and the occurrence of Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the events specified SEC to be included in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is required being effected agrees to be filed; provided, however, that no furnish to the Corporation and the Trust all information with respect to such Holder (other than an Initial Purchaser) shall be entitled necessary to have make the Securities held by it covered information previously furnished to the Corporation by such Shelf Registration Statement unless such Holder agrees in writing not materially misleading. The Corporation and the Trust agree to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in order the case of a Shelf Registration Statement filed pursuant to permit Section 2(b)(i), (ii) or (iii) or (b) 180 days in the prospectus included therein case of a Shelf Registration Statement filed pursuant to be lawfully delivered by Section 2(b)(iv) (subject in each case to extension pursuant to the Holders last paragraph of the relevant SecuritiesSection 3 hereof), for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding (the requisite period if it voluntarily takes "Effectiveness Period"). The Corporation and the Trust shall not permit any action that would result securities other than Registrable Securities to be included in Holders the Shelf Registration. The Corporation and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action copies of the Prospectus which is required by applicable law.
(c) Notwithstanding any other provisions a part of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and notify each such Holder when the related prospectus Shelf Registration has become effective. The Corporation and any amendment the Trust further agree, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingSEC.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 345 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is notifies the Company in writing during the 20 business days following consummation of the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 210 days (or if the 210th day is not a business day, the first business day thereafter) after so required such obligation arises and (ii) 300 days (or requested pursuant to this Section 2if the 300th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 1 contract
Samples: Registration Rights Agreement (LG&E & KU Energy LLC)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 450 days of after the Issue Delivery Date (or if the 310th 450th day is not a business day, the first business day thereafter) ), (iii) an Initial any Purchaser so requests with respect to the Initial Offered Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate prohibited by law or Commission policy from participating in the Registered Exchange Offer or, in the case of or any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable Exchange Securities on the date of the exchange and any and, in each case, such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than within 60 days after so required or requested pursuant to this Section 2) 2 file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) no later than 150 days after such requirement or request pursuant to this Section 2 (such 150th day (or first business day thereafter), an “effectiveness deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d8(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial a 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 Registration Rights Agreement (the “Agreement”) applicable to such Holder; provided, further, that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Offered Securities registered thereunder are disposed of in order to permit accordance therewith and (ii) the prospectus included therein to be lawfully delivered by time when the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Offered Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofthereof (“Rule 144”)) or may be sold by a holder who is not an affiliate of the Company pursuant to Rule 144 without limitation (the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (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.
Appears in 1 contract
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, because of any change in law or in applicable interpretations thereof by the staff of the Commission, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if 270th day after the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Offer, or (iv) any Holder (other than an Exchanging Dealer) is not eligible permitted by applicable law or interpretations thereof to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, or (v) the Company so elects, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"):
(a) The Company shall, at shall use its cost, reasonable best efforts to file as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2the Trigger Date (such 90th day being a "FILING DEADLINE")) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective no later than 180 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 180th day being an "EFFECTIVENESS DEADLINE") a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming a part thereof to be lawfully delivered by the Holders of the relevant Securities, for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Closing Date or (ii) such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (iA) have been sold pursuant thereto or (iiB) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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) in each case, other than with respect to information included therein in reliance upon or in conformity with information furnished to the Company by or on behalf of any Holder specifically for use therein ("HOLDERS' INFORMATION"), 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.
Appears in 1 contract
Samples: Registration Rights Agreement (PPL Energy Supply LLC)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the a Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the its Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, use its reasonable best efforts to, as promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement or statements (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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, it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, howeverHOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Initial Securities or Private Exchange Securities held by it covered by such Shelf Registration Statement unless such Holder Xxxxxx 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 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 (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofthereof (the "Shelf Registration Period")). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action 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; provided however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons (not including avoidance of its obligations hereunder), including, without limitation, the acquisition or divestiture of assets so long as the Company within 120 days thereafter complies with the requirements of Section 3(j) hereof.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if 180th day after the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an any Initial Purchaser so requests requests, in a written notice delivered to the Company, with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date upon consummation of the exchange Registered Exchange Offer and any such Holder so requests, in a written notice delivered to the Company, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"):
(a) The Company shall, at its cost, as shall promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2the Trigger Date (such 45th day being a "FILING DEADLINE")) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective no later than 140 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 140th day being an "EFFECTIVENESS DEADLINE") a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming a part thereof to be lawfully delivered by the Holders of the relevant Transfer Restricted Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date 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 "restricted securities securities" (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable lawlaw or is expressly permitted by this Agreement.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.to
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) Dealer is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more later than the later of (i) 120 days after (or if the 120th day is not a business day, the first business day thereafter) the Issue Date and (ii) 60 days after so otherwise required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a one registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period until the earlier to occur of (i) the time when the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144 and (ii) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (ia) have been sold pursuant thereto or (iib) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Fiber Glass Systems Lp)
Shelf Registration. If, : (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company Issuer determines that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, ; (ii) for any other reason the Registered Exchange Offer is not consummated within 310 days of by the Issue 180th day after the Closing Date (or which day shall be extended by the Delay Period, if the 310th any, and if such day is not a business day, the first business day thereafter) (June 14, 1999, assuming (a) the Closing Date is December 14, 1998 and (b) there is no Delay Period), (iii) an Initial the Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by if it following consummation of the Registered Exchange Offer or (iv) so determines that any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, Offer; (iv) the Purchaser so requests with respect to Certificates not eligible to be exchanged for Exchange Certificates in the case of Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not or will not receive freely tradeable transferable Exchange Securities on the date Certificates in exchange for tendered Certificates (including as a result of the exchange and Holder being required under applicable law to deliver a prospectus in connection with any such Holder so requests, resale of Exchange Certificates) or the Company shall take the following actions:
Purchaser holds Private Exchange Certificates (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (iiii), (iv) of this Section 2or (v), the Company Purchaser may make the determination or request at any time after the Closing Date and shall use its reasonable best efforts communicate such determination or request to have the Issuer in writing and, in connection therewith, if such Shelf Registration Statement declared effective on or notice is given prior to the 270th day after consummation of the Issue Date Registered Exchange Offer, the Purchaser may request that the Issuer and the Class C Trust cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trust's obligations under Section 1, as well as any liabilities of the Issuer under Section 3 related to Section 1, shall terminate); or (yvi) if the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2Issuer so elects, the Company following provisions shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, apply: 3. The parties acknowledge that no Holder (other than an Initial 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 Section 3 of the Registration Agreement shall be subject to the terms of this Agreement applicable to such Holderamendment.
(b) The Company 4. Upon the effectiveness of this amendment, all references in the Registration Agreement and all other agreements, documents, certificates, exhibits and instruments executed pursuant thereto, to the Registration Agreement including, without limitation, references to "this Agreement," "hereunder," "hereof," "herein" and words of like import contained in the Registration Agreement shall, except where the context otherwise requires, mean and be a reference to the Registration Agreement as amended hereby. 5. Except as expressly amended hereby, all of the provisions of the Registration Agreement shall use its reasonable best efforts to keep remain unaltered and in full force and effect and, as amended hereby, the Shelf Registration Statement continuously effective Agreement is in order to permit the prospectus included therein to be lawfully delivered all respects agreed to, ratified and confirmed by the Holders parties hereto.
6. This amendment may be executed in any number of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered counterparts and by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined parties hereto in Rule 144 under the Securities Actseparate counterparts, or any successor rule thereof). The Company each of which when so executed shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders be an original and all 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 which taken together shall cause the Shelf Registration Statement constitute one 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 misleadingsame agreement.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (on or if the 310th day is not a business dayprior to December 7, the first business day thereafter) 2005, (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, file as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”)) on or prior to December 7, it being agreed that 2005 in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective above and on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedfiled in the case of clauses (ii), (iii) and (iv) above; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years up to and including May 11, 2007 (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Petroquest Energy Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 220 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and exchange, provided that any such Holder so requestsgives written notice to the Company that it is not eligible to participate in the Registered Exchange Offer or that it did not receive freely tradable Exchange Securities within 30 days of consummation of the Registered Exchange Offer, the Company shall take the following actions:
(a) The Company shall, at its cost, cost as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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, it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, howeverHOWEVER, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years from the date of original issue of the Initial Securities (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless (i) such action is required by applicable lawlaw or (ii) such action is taken by the Company in good faith and for valid business reasons involving a material undisclosed event (but not including the avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets or other pending corporate developments so long as the Company promptly complies with the requirements of Section 3(g) hereof, if applicable; provided that in the case of clause (ii), such period shall not exceed 60 days in any 12-month period (a "Suspension Period") (whereafter Liquidated Damages (as defined in Section 6(a)) shall accrue and be payable); and provided further that the number of days of any actual Suspension Period shall be added on to the end of the two-year period specified above. A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and shall end on the earlier to occur of (A) the date on which each seller of Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(j) hereof or is advised in writing by the Company that the use of the prospectus may be resumed and (B) the expiration of 60 days in any 12-month period during which one or more Suspension Periods has been in effect; PROVIDED, HOWEVER, that upon expiration of the 60-day period contem- plated in clause (B), sales under the Shelf Registration Statement shall not be permitted unless and until the Company either delivers the copies of the supplemented or amended prospectus contemplated by Section 3(j) hereof or advises the sellers in writing that the use of the prospectus may be resumed.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its reasonable best efforts to 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 by the date that is 40 days of after the Issue Date date on which the Exchange Offer Registration Statement is declared effective (or if such 40th day being the 310th day is not a business day"CONSUMMATION DEADLINE"), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsrequests for any reason other than the failure by such Holder to make a timely and valid tender in accordance with the Registered Exchange Offer, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"):
(a) The Company shall, at its cost, shall as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) prepare and file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective not later than the latter to occur of the date that is (unless it becomes effective automatically upon filingi) 150 days after the Trigger Date and (ii) 270 days after the Closing Date (such 150th or 270th day, as the case may be, being an "EFFECTIVENESS DEADLINE"), a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such the 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 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 (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Closing Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (such applicable period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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 promulgated thereunder 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Midamerican Energy Holdings Co /New/)
Shelf Registration. If, (i) If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company determines upon the advice of its counsel that it is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 225 days following the Settlement Date or the Exchange Offer is not consummated within 310 270 days of after the Issue Date (original Settlement Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect if a Holder notifies the Company in writing prior to the Initial Securities (or 20th day following the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) that it is not eligible permitted by applicable law to participate in the Registered Exchange Offer or, in or does not receive fully tradable Exchange Securities pursuant to the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date then in case of the exchange and any such Holder so requests, each of clauses (i) through (iii) the Company shall take the following actionsshall, at its reasonable cost:
(a) The Company shall, at its cost, as As promptly as practicable (practicable, but in no event more later than 60 days after being required to do so required or requested pursuant to this under Section 2) 2.2 hereof, file with the Commission SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared become effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 210 days after being required to do so under Section 2.2 hereof, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that nothing in this Section 2.2(a) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2.1; provided, further, that no Holder (other than an Initial Purchaser) shall be entitled to have be named as a selling securityholder in the Securities held by it covered by such Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such Holder agrees in writing has signed and returned to be bound the Company a notice and questionnaire as distributed by all the provisions of this Agreement applicable Company consenting to such Holder’s inclusion in the prospectus as a selling securityholder and providing such further information to the Company as the Company may reasonably request.
(b) The Company shall use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the Settlement Date, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (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 such action is required by applicable law“Effectiveness Period”).
(c) Notwithstanding any other provisions of this Agreement hereof, use its commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and any amendment thereto, at the related prospectus time each such registration statement or amendment thereto becomes effective, and any amendment or supplement thereto, Prospectus as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereof forming part thereof and any supplement thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time) (each, as of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; provided, that clauses (ii) and (iii) of this paragraph shall not apply to any information provided by the Dealer Managers or any Holder. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 270 days after the Settlement Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).
Appears in 1 contract
Samples: Registration Rights Agreement (Conagra Foods Inc /De/)
Shelf Registration. If, In the event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not ------------------ permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or Commission policy, (ii) the Registered Exchange Offer is not for any other reason consummated within 310 180 days of after the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any holder of Securities notifies the Company within 20 Business Days after the commencement of the Exchange Offer that (a) due to a change in applicable law or SEC policy it is not entitled to participate in the Exchange Offer, (b) due to a change in applicable law or SEC policy it may not resell the Exchange Securities to be acquired by it in the Exchange Offer to the Initial Securities (or public without delivering a prospectus and the Private Exchange Securities) not eligible to be exchanged for Exchange Securities prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (c) it is a broker-dealer and held by it following consummation of owns Securities acquired directly from the Registered Exchange Offer Company for its own account or (iv) any Holder the holders of a majority of the Securities may not resell the Exchange Securities to be acquired by them in the Exchange Offer to the public without restriction under the Securities Act (other than an Exchanging Dealer) is not eligible to participate the delivery of the Prospectus included in the Registered Exchange Offer orRegistration Statement), in then the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (filed as promptly as practicable after such determination or date, as the “Shelf Registration Statement” case may be, and, together with the Exchange Offer Registration Statementin any event, a “Registration Statement”) on an appropriate form under the Securities Act relating prior to the offer later of (A) 120 days after the Issue Date or (B) 30 days after such filing obligation arises and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time use its best efforts to time in accordance with the methods of distribution set forth in cause the Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act (hereinafterSEC on or prior to 60 days after such obligation arises; provided, the “Shelf Registration”)however, it being agreed that in the case if the Company is filing has not consummated the Exchange Offer within 180 days of the Issue Date, then the Company will file with the SEC on or prior to the 181st day after the Issue Date, a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior by the SEC as soon as practicable. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 270th day Company in writing, within 15 days after the Issue Date or (y) the occurrence receipt of the events specified in clause (ii)a request therefor, (iii) or (iv) of this Section 2, such information as the Company shall use its reasonable best efforts may, after conferring with counsel with regard to have information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is required being effected agrees to be filed; provided, however, that no furnish to the Company all information with respect to such Holder (other than an Initial Purchaser) shall be entitled necessary to have make any information previously furnished to the Securities held by it covered Company 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) not materially misleading. The Company shall agrees to use its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date (subject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto) or cease to be outstanding (the "Effectiveness Period"); provided, -------------------- however, that if such Shelf Registration Statement has been filed solely at the request of any Initial Purchasers pursuant to clause (iv) above, the Company shall only be required to use its best efforts to keep such Shelf Registration Statement continuously effective for a period of one year from the Issue Date (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)cease to be outstanding. The Company shall not permit any securities other than Registrable Securities to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration Statement effective during the requisite period Registration. The Company further agrees, if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able necessary, to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingSEC.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 210 days of the Existing Securities Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Offer, or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date hereof or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iiii)(a) are no longer restricted securities (as defined in freely transferable without restriction by persons that are not affiliates of the Company pursuant to Rule 144 under the Securities Act, Act or any successor rule thereof)provision thereto or otherwise where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied, (b) do not bear any restrictive legends and (c) do not bear a restrictive CUSIP number. The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Terremark Worldwide Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is Issuers determined based on written advice of their counsel that they are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) for any other reason, the Registered Exchange Offer is not consummated within 310 days of (or such longer period as required by law to hold open the Exchange Offer) from the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to shall notify the Issuers following the consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate prohibited by law or Commission policy from participating in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does may not receive freely tradeable resell the Exchange Securities on acquired by it in the date of Registered Exchange Offer to the exchange and any such Holder so requestspublic without delivering a prospectus, the Company Issuers shall take the following actions:
(a) The Company Issuers shall, at its their cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filingx) in the case of a registration statement Shelf Registration Statement filed pursuant to clause (i) of the foregoing paragraph, no later than 330 days (or if the 330th day is not a business day, the first business day thereafter) after the Issue Date and (y) in the case of a Shelf Registration Statement filed pursuant to clause (ii), (iii) or (iv) of the foregoing paragraph, no later than 90 days (or if such 90th day is not a business day, the first business day thereafter) after the date giving rise to the requirement to file the Shelf Registration Statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 Issuers shall use its their commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold or distributed pursuant thereto or (ii) are no longer restricted securities (as defined in can be sold pursuant to Rule 144 under the Securities ActAct without any limitations under clauses (c), (e), (f) and (h) of Rule 144, or any successor rule thereof). The Company Issuers shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action 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 lawlaw or pursuant to Section 3(j) hereof.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuers shall 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 misleadingmisleading (it being understood that the the Issuers shall not be responsible for any information provided by or on behalf of any Holder and it further being understood and agreed that the only such information furnished by or on behalf of any Holder consists of the Holder’s name and address).
Appears in 1 contract
Samples: Registration Rights Agreement (Panolam Industries International Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 by the date that is 40 days of after the Issue Date date on which the Exchange Offer Registration Statement is declared effective (or if such 40th day being the 310th day is not a business day“Consummation Deadline”), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsrequests for any reason other than the failure by such Holder to make a timely and valid tender in accordance with the Registered Exchange Offer, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):
(a) The Company shall, at its cost, shall as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) prepare and file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective not later than the latter to occur of the date that is (unless it becomes effective automatically upon filingi) 150 days after the Trigger Date and (ii) 270 days after the Closing Date (such 150th or 270th day, as the case may be, being an “Effectiveness Deadline”), a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such the 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 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 (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Closing Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep ) (such applicable period being called 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 Securities during that period, unless such action is required by applicable lawPeriod”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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 promulgated thereunder 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Midamerican Energy Holdings Co /New/)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 310 180 days of after the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an any Securities tendered pursuant to the Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the Registered Exchange Offer; or (iv) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (ivv) any applicable law or interpretations do not permit any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orOffer, in the case of or (vi) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable transferable Exchange Securities on the date of the in exchange and any such Holder so requestsfor tendered Securities, the Company shall take then the following actionsprovisions shall apply:
(a) The Company shall, at shall use its cost, reasonable best efforts to file as promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 22 and not earlier than 90 days after the Issue Date) file with the Commission (the "Shelf Filing Date"), and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Securities for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date 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 and (ii) are no longer restricted securities (as defined in the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereofsuch period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Company voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other the provisions of this Agreement Section 2(b), but subject to the contrarySection 3(b), the Company shall cause may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending the related prospectus and any amendment or supplement thereto, as of the effective date use of the Shelf Registration StatementStatement required under applicable securities laws to be issued.
(d) Notwithstanding any other provisions hereof, amendment or supplement, the Company will ensure that (i) to comply any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Health Net Inc)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Time or (B) the Exchange Offer is not consummated within 310 45 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 180-day period or if the 310th Exchange Offer shall be consummated after such 45-day is not a business dayperiod, then the first business Company’s obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day thereafter) period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), or (iii) an upon the request of the Initial Purchaser so requests with respect to (unless the Initial Securities (or Purchaser is holding Notes acquired directly from the Private Exchange SecuritiesCompany) not eligible to be exchanged for Exchange Securities in within 30 days following the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or if the Initial Purchaser (iv) any Holder (other than an Exchanging DealerA) is not eligible to participate in the Registered Exchange Offer oror (B) elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act, or (iv) upon the request of the Initial Purchaser within 90 days following the consummation of the Exchange Offer (provided that, in the case of any Holder this clause (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsiv), the Company Initial Purchaser shall take hold Registrable Securities (including, without limitation, Private Exchange Securities) from an initial allotment that it acquired directly from the following actions:
(a) The Company), the Company shall, at its cost, :
(A) as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 180th day after so required the Closing Time or requested pursuant to this Section 2(b) the 75th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in the such Shelf Registration Statement;
(B) use its reasonable best efforts to cause such Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act SEC as promptly as practicable, but in no event later than the 240th day after the Closing Time (hereinafteror, the “Shelf Registration”), it being agreed that in the case of a request by the Initial Purchaser pursuant to clause (iii) or (iv) above, within 120 days after such request). In the event that the Company is filing required to file a Shelf Registration Statement due pursuant to (x) the occurrence of the events specified in clause (iiii) of this Section 2or (iv) above, the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf which may be a combined Registration Statement declared effective on or prior with the Exchange Offer Registration Statement) with respect to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable 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.Initial Purchaser;
(bC) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after the latest date on which any Securities are originally issued by the Company (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3) below(or, solely in the case of clause (iii) from or (iv) above of this Section 2(b), 210 days after completion of the Issue Date or such shorter period that will terminate Exchange Offer) or, if earlier, when all of the Registrable Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during in accordance with the requisite period if it voluntarily takes any action that would result in Holders intended method of Securities covered thereby not being able distribution thereunder, (ii) become eligible for resale pursuant to offer and sell such Securities during that period, unless such action is required by applicable law.Rule 144(k) under the 1933 Act or (iii) cease to be Registrable Securities; and
(cD) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to Prospectus forming a part thereof and any supplements thereto comply in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment or supplement thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement without the prior written consent of the Initial
Appears in 1 contract
Samples: Registration Rights Agreement (Greater Bay Bancorp)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Exchange Securities received by Holders in the Registered Exchange OfferOffer are not or would not be, as contemplated upon receipt, transferable by Section 1 hereofeach such Holder without restriction under the Securities Act, (ii) the Registered Exchange Offer is not consummated within 310 days of by the 300th day after the Issue Date (or if the 310th 300th day is not a business day, the first business day thereafter) ), (iii) an Initial any Purchaser so requests within 10 business days following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer (or Private Exchange Securities) and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10 business days following consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer oror such Holder may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or such Holder is a broker-dealer and holds Initial Securities that are part of an unsold allotment from the original sale of the Initial Securities, the Company and the Guarantors shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, which date in the case of any Holder clause (other than an Exchanging Dealeriii) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on or (iv) shall be the date of the exchange and any such Holder so requests, on which the Company shall take receives the following actions:required notice, being a “Trigger Date”):
(a) The Company and the Guarantors shall, at its their cost, as promptly as practicable (promptly, but in no event more than 60 300 days after so required the Trigger Date (or requested pursuant if the 300th day is not a business day, the first business day thereafter) (such 300th day (or first business day thereafter, as applicable) being a “Shelf Registration Statement Filing Deadline,” together with the Exchange Offer Filing Deadline, each, a “Filing Deadline”), use commercially reasonable efforts to this Section 2) file on a single occasion with the Commission and thereafter shall (i) in the case of Section 2(i) above, use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 300th day following the Issue Date and (ii) in the case of Section 2(ii) through 2(iv) above, use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 90th day after the Shelf Registration Statement Filing Deadline (each of such days being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial a 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 HolderHolder and complies with the provisions of Section 3(m); provided further that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement.
(b) The Company and the Guarantors shall use its their commercially reasonable best 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 Securities, Securities for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date effective date of the Shelf Registration Statement or such shorter period that will terminate (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) on the earliest date (A) that is no less than one year after the Issue Date and (B) on which all the Securities covered by the Shelf Registration Statement (except for Securities held by an affiliate of the Company) are no longer restricted securities (as defined in Rule 144 subject to any restrictions on transfer under the Securities Act, or any successor rule thereofincluding those pursuant to Rule 144 (the “Shelf Registration Period”). The Except as provided elsewhere in this Agreement, the Company and the Guarantors shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action 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 lawlaw or Commission policy or required to avoid a violation of applicable law or Commission policy.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall 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; provided, that the Company shall not be responsible for any information furnished by or on behalf of a Holder for inclusion in the Shelf Registration Statement or any related prospectus or any amendment or supplement thereto.
Appears in 1 contract
Shelf Registration. If, : (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not (a) required to file the Exchange Offer Registration Statement or (b) permitted to effect a consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer because the Registered Exchange Offer is not consummated within 310 days permitted by applicable law or Commission policy; or (ii) any holder of Transfer Restricted Securities (as defined in Section 6 hereof) notifies the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect Issuer prior to the Initial Securities (or 20th day following the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that: (a) it is prohibited by law or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate Commission policy from participating in the Registered Exchange Offer or, in the case of any Holder or (other than an Exchanging Dealerb) that participates it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer, Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange resales; or (c) that it is a broker dealer and owns Initial Securities on acquired directly from the date Issuer or an affiliate of the exchange and any such Holder so requestsIssuer, the Company Issuer shall take the following actions:
(a) The Company Issuer shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) file a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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”)") within 60 days (or if such 60th day is not a business day, it being agreed that in the case the Company is filing a Shelf Registration Statement due first business day thereafter) after so required or requested pursuant to (x) the occurrence of the events specified in clause (i) of this Section 2, 2 and the Company Issuer shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which cause the Shelf Registration Statement to be declared effective within 120 days (or if such 120th day is not a business day, the first business day thereafter) after so required or requested by this Section 2 or such later dates on which the Exchange Offer Registration Statement would have been required to be filedfiled or declared effective, as the case may be; provided, however, that no Holder (other than an Initial a 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 Issuer shall use its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof); provided, however, that the Issuer shall in no event be obligated to keep such Shelf Registration Statement effective for a period of more than 180 days from the date the Shelf Registration Statement is declared effective by the Commission if the Shelf Registration Statement is required to be filed solely to permit resales by a broker-dealer that holds Securities acquired directly from the Issuer or one or more of its affiliates or such shorter period that will terminate when all such Securities cease to be Transfer Restricted Securities; provided further that, during such period, the Issuer may suspend the effectiveness of the Shelf Registration Statement, for an aggregate period of not more than 45 consecutive days in any 90 day period, and not totaling more than 90 days in any one year, if there is a possible acquisition or business combination or other transaction, business development or event involving the Issuer and its subsidiaries that may require disclosure in the Shelf Registration Statement and the Issuer determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Issuer and its stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In the event that the Issuer suspends the effectiveness of the Shelf Registration Statement as contemplated by the proviso to the foregoing sentence, the Issuer shall promptly notify the Holders of such suspension, provided that such notice shall not require the Issuer to disclose the possible acquisition or business combination or other transaction, business development or event if the Issuer determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation or termination of the possible acquisition or business combination or other transaction, business development or event or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement shall cease and the Issuer shall promptly comply with Section 3(j) hereof and notify the Holders that disposition of Transfer Restricted Securities may resume. The Company Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action (other than a suspension contemplated by the final proviso to the first sentence of this Section 2(b)) 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 Issuer shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Progress Precision Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Initial Purchaser so requests within 90 days following consummation of the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iviii) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable Exchange Securities on the date of the exchange and any such Holder so requestsrequests and the prospectus contained in the Exchange Offer Registration Statement is not available for resales by such Holder, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clause (iii) the receipt of the required notice, being a “Trigger Date”):
(a) a. The Company shall, at its cost, as promptly as practicable shall (but in no event more than 60 75 days after so required or requested pursuant to this Section 2the Trigger Date (such 75th day being a “Shelf Filing Deadline”)) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 150th day after the Trigger Date (unless it becomes effective automatically upon filingsuch 150th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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) b. The Company shall use its commercially reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in subject to restrictions on resale pursuant to Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law; provided, however, if such Shelf Registration Statement fails to remain effective solely because of the making, by the Company or any of its subsidiaries, of a material acquisition that requires financial statements to be filed with the Commission, the Company shall be deemed to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period so long as the period of time such Shelf Registration Statement is not effective does not exceed sixty (60) days.
(c) c. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Pacific Energy Partners Lp)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 310 days of 30 Business Days after the Issue Date (or if the 310th day Exchange Offer Registration Statement is not a business day, the first business day thereafter) declared effective; (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer Offer; or (iv) any Holder notifies the Company that (other than an Exchanging DealerA) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not eligible to participate resell the Exchange Notes acquired by it in the Registered Exchange Offer or, to the public without delivering a prospectus and the prospectus contained in the case of any Holder Exchange Offer Registration Statement is not appropriate or available for such resales; or (other than C) it is a broker-dealer and owns Securities acquired directly from the Company or an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date affiliate of the exchange and any such Holder so requestsCompany, then the Company and the Guarantors shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below.
(ai) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant and the Guarantors shall use their respective reasonable best efforts to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (unless it becomes effective automatically upon filingor, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Notes, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderHolder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(bii) The Company and the Guarantors shall use its their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) belowthe “Shelf Registration Period”) from the Issue Date date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 or cease to offer and sell such Securities during that period, unless such action is required by applicable lawbe outstanding.
(ciii) Notwithstanding any other Subject to the provisions of this Agreement to the contrarySection 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act; and (iiB) 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Leap Wireless International Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is PBF Parties are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 365 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any (other than due solely to the status of such Holder so requestsas an “affiliate” of either Issuer within the meaning of the Securities Act), the Company PBF Parties shall take the following actions:
(a) The Company PBF Parties shall, at its their cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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, along with any document or information incorporated by reference therein, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 PBF Parties shall use its their commercially reasonable best 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 Securities, Securities for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date effective date of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities Transfer Restricted Securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofbelow). The Company PBF Parties shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it any of them 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 such action is required by applicable law.. Notwithstanding anything to the contrary in this Agreement, at any time, the PBF Parties may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the General Partner determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the General Partner, would be detrimental to the PBF Parties if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; and
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company PBF Parties shall 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 thereintherein (in the case of the prospectus, in the light of the circumstances under which they were made, ) not misleading; provided, however, that this Section 2(c) shall not apply to any statements or omissions made by the Partnership in reliance upon and in conformity with information furnished to the Partnership by a Holder for use in any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto.
Appears in 1 contract
Shelf Registration. If, (ia) because of any change in law or in applicable interpretations thereof by the staff of the Commission, When the Company is not permitted able to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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 Form F-3 under the Securities Act (hereinafteror any successor form) for sales of Registrable Common Shares by a Holder, at the request of any Holder or Holders (other than NewCo2), the Company shall use commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Common Shares for which it receives requests in accordance with this Section 3(a) (the “Shelf Registration”), it being agreed ; provided that in the case the Company is filing a Shelf Registration Statement due to (x) at all times when NewCo owns shares of Class A capital stock of NewCo2, the occurrence Registrable Common Shares held by NewCo2 may be deemed to be, at the election of NewCo, part of the events specified Registrable Common Shares requested to be registered in clause any Shelf Registration requested by NewCo, and (iy) at all times when Hazels owns shares of this Section 2Class B capital stock of NewCo2 and no shares of Class A capital stock of NewCo2 are outstanding, the Registrable Common Shares held by NewCo2 may be deemed to be, at the election of Avellanos and/or Hazels, as applicable, part of the Registrable Common Shares requested to be registered in any Shelf Registration initiated by Avellanos or Hazels. The Company shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement declared to become effective on or prior as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the 270th day after terms and conditions herein) for a period ending on the Issue Date or earlier of (yi) the occurrence of the events specified in clause two (ii), (iii2) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after years following the date on which such Registration Statement first becomes effective and (ii) the date on which all Registrable Common Shares covered by such Registration Statement (A) have been sold and the distribution contemplated thereby has been completed or (B) have become freely tradeable pursuant to Rule 144 without regard to volume.
(b) The Shelf Registration Statement filed pursuant to this Section 3 shall, to the extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any takedown under the Shelf Registration Statement is required pursuant to this Section 3 may or may not be filedunderwritten; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto the requesting Stockholder may request any underwritten takedown only be effected as a Demand Registration (in which event, unless such Demand Registration would not require representatives of the Company to meet with prospective purchasers of the Common Shares, a Demand Registration must be available thereunder and the number of Demand Registrations available to the requesting Stockholder shall be reduced by one under Section 2(b)) or (ii) are no longer restricted securities Stockholders (as defined other than NewCo2) may request an unlimited number of underwritten takedowns to be effected in Rule 144 under accordance with the Securities Act, or any successor rule thereof)terms of Section 4. The Company shall be deemed not entitled to have used its reasonable best efforts to keep effect the Shelf Registration Statement effective during on Form F-3 or, if that form is unavailable to the requisite period if it voluntarily takes any action that would result in Holders of Company, Form F-1 under the Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable lawAct.
(c) Notwithstanding any other provisions In the event of this Agreement a request for a Shelf Registration pursuant to the contrarySection 3(a), the Company shall cause give written notice of the proposed filing of the Registration Statement in connection therewith to all Holders offering to each such Holder the opportunity to have any or all of the Registrable Common Shares held by such Holder included in such Registration Statement. Each Holder desiring to have its Registrable Common Shares registered under this Section 3(c) shall so advise the Company in writing within 15 days after the date of such notice from the Company (which request shall set forth the amount of Registrable Common Shares for which registration is requested), and, subject to the limitations in the immediately preceding sentence, the Company shall include in such Registration Statement all such Registrable Common Shares so requested to be included therein.
(d) Neither the Company nor any other holder of the Company’s securities who has registration rights (other than the Holders in accordance with this Section 3), may include its securities in any 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) effected pursuant 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 misleadingthis Section 3.
Appears in 1 contract
Samples: Registration Rights Agreement (Inversiones Los Avellanos)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the Consummation Deadline, or (iii) any Holder (other than an Exchanging Dealer) notifies the Company within 310 10 business days following consummation of the Issue Registered Exchange Offer that such Holder is prohibited by law or Commission policy from participating in the Registered Exchange Offer or such Holder may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder; or such Holder is a broker-dealer and holds Initial Securities that are part of an unsold allotment from the original sale of the Initial Securities, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clause (iii) the receipt of the required notice, being a “Trigger Date”):
(a) The Company shall, at its cost, use its commercially reasonable efforts to file, on or prior to 120 days after the Trigger Date (or if the 310th 120th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests such 120th day being a “Shelf Registration Statement Filing Deadline”, together with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (ivFiling Deadline, each, a “Filing Deadline”) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall (i) in the case of Section 2(i) above, use its commercially reasonable best efforts to cause it to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 180th calendar day following the Issue Date, and (ii) in the case of Section 2(ii) and 2(iii) above, use its commercially reasonable efforts to cause it to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 60th day after the Shelf Registration Statement Filing Deadline (each of such days being an “Effectiveness Deadline”), a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date effective date of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or are saleable pursuant to Rule 144(d) (the “Shelf Registration Period”). The Except as provided elsewhere in this Agreement, the Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Universal American Corp.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company is Issuer determines upon advice of outside counsel that the Issuer and the Guarantors are not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 310 220 business days following the filing date of the Issue Date (Exchange Offer Registration Statement pursuant to Section 2(a), or if the 310th day is not a business day, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the a Registered Exchange Offer and held by it following consummation of the Registered (or any Exchange Offer Securities received pursuant to Section 2(f)), or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate prohibited by law or the Commission's policy from participating in the Registered Exchange Offer or, in or is unable to resell the case of any Holder (other than an Exchanging Dealer) that participates Exchange Securities acquired by it in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Offer to the public without delivering a Prospectus (or an effective notice under Rule 173 under the Securities on the date of the exchange and any such Holder so requestsAct), the Company following provisions shall take the following actionsapply:
(a) The Company shall, at its cost, as Issuer and the Guarantors shall promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” andor, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form if permitted by Rule 430B under the Securities Act Act, otherwise designate an existing registration statement filed with the Commission as) a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Initial Securities (or the Exchange Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement (such Initial Securities or Exchange Securities, as applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as "Registration Securities"), and Rule 415 shall use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that x) in the case the Company is filing of a Shelf Registration Statement due filed pursuant to (x) the occurrence of the events specified in clause (i) of the first paragraph of this Section 23, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th 180th day after the Issue Date or date on which an Exchange Offer Registration Statement is required to be filed pursuant to Section 2(a) and (y) in the occurrence case of the events specified in a Shelf Registration Statement filed pursuant to clause (ii), (iii) or (iv) of the first paragraph of this Section 23, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the such Shelf Registration Statement is required to be filed; provided, however, that no Holder . Unless the Shelf Registration Statement is an automatic shelf registration statement (other than an Initial Purchaser) shall be entitled to have as defined in Rule 405 under the Securities held by it covered by Act), the Issuer and the Guarantors shall include in such Shelf Registration Statement unless such Holder agrees in writing to be bound the information required by all Rule 430B(b)(2)(iii) under the provisions of this Agreement applicable to such HolderSecurities Act.
(b) The Company Issuer and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders until the Holders earliest of (i) the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate time when all the Securities covered by the such Shelf Registration Statement (i) have been can be sold pursuant thereto or to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii) two years from the date of original issuance of the Initial Securities and (iii) the date on which all Securities registered thereunder are no longer restricted securities disposed of in accordance therewith (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof"Shelf Registration Period"). The Company Issuer and the Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily the Issuer or any Guarantor 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 ; provided that the Issuer and the Guarantors may suspend the use of the Prospectus under such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement for a period not to exceed 30 days in any three-month period or an aggregate of 120 days in any 12-month period if the Board of Directors of the Issuer determines in good faith that because of bona fide business reasons (not including the avoidance of the Issuer's and the related prospectus Guarantors' obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and any amendment or supplement theretosimilar events, as it is in the best interests of the effective date Issuer and the Guarantors to suspend the use of such Prospectus, and prior to suspending such use, the Issuer provides Holders of the Shelf Registration Statementapplicable Securities with written notice of such suspension, amendment or supplementwhich notice need not specify the nature of the event giving rise to such suspension; provided, (i) to further, that the Issuer and the Guarantors shall as soon as practicable comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (iiSection 4(k) 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 thereinhereof, in light of the circumstances under which they were made, not misleadingif applicable.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, in the reasonable opinion of the Company, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsrequests in writing, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):
(a) The Company shall, at its costcost on or prior to 90 days after the Trigger Date (such 90th day being a “Filing Deadline”), as promptly as practicable (but in no event more earlier than 60 180 days after so required or requested pursuant the Issue Date, use its commercially reasonable efforts to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) no later than 60 days after the date filed (such 60th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 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, it being agreed that in however, that, if the case obligation to file the Company is filing a Shelf Registration Statement due to (x) arises because the occurrence of Registered Exchange Offer has not been consummated by the events specified in clause (i) of this Section 2Consummation Deadline, then the Company shall will use its commercially reasonable best efforts to have such file the Shelf Registration Statement declared effective on or prior to the 270th 30th day after the Issue Date or such filing obligation arises (y) the occurrence of the events specified in clause (iisuch 30th day being a “Filing Deadline”), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder Xxxxxx agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best 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 Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best 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 Securities during that period, unless such action is (x) required by applicable lawlaw or (y) permitted pursuant to Section 3(j) hereof.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause use its commercially reasonable efforts to ensure that 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) do 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 280 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging DealerA) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, such Holder does or (B) may not receive freely tradeable resell the Exchange Securities on acquired by it in the date of Registered Exchange Offer to the exchange and any such Holder so requestspublic without delivering a prospectus, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time (x) in the case of clause (i) above, on or prior to time the 210th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on or prior to the 90th day after the date on which such Shelf Registration Statement is required to be filed, in each case 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period until the earlier of two years (or for such longer period if extended pursuant to Section 3(jx) below) one year from the Issue Date or date such shorter period that will terminate when Shelf Registration Statement is first declared effective and (y) the date on which all the Securities covered by registered under the Shelf Registration Statement (i) have been sold pursuant thereto or disposed of in accordance therewith (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless (i) such action is required by applicable lawlaw or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Community Health Systems Inc)
Shelf Registration. If, In the event that (i) the Company or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in applicable currently prevailing interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Company shall determine in good faith that there is a reasonable likelihood, or that a material uncertainty exists as to whether, consummation of the Exchange Offer would result in a material adverse tax consequence to the Company, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon the request of the Initial Purchaser with respect to any Holder (other than an Exchanging Dealer) Registrable Securities held by it, if the Initial Purchaser is not eligible permitted, in the reasonable opinion of Browx & Xood XXX, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange without restriction under the Securities on Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof, the Company shall take "Shelf Registration Event Date"), the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “filed as promptly as practicable after such Shelf Registration Statement” Event Date, and, together with the Exchange Offer Registration Statementin any event, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the within 45 days after such Shelf Registration Statement and Rule 415 under Event Date (which shall be no earlier than 75 days after the Securities Act (hereinafter, the “Shelf Registration”Closing Time), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable their best efforts to have such Shelf Registration Statement declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence SEC as soon as practicable. No Holder of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order for the Rule 144(k) Period (subject to permit extension pursuant to the prospectus included therein to be lawfully delivered by the Holders last paragraph of the relevant Securities, for a period of two years (Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be outstanding (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof"Effectiveness Period"). The Company shall not permit any securities other than Registrable Securities to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders is declared effective, provide to each Holder a reasonable number of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective and use its best efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company further agrees, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with 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 misleadingSEC.
Appears in 1 contract
Samples: Registration Rights Agreement (First Palm Beach Bancorp Inc)
Shelf Registration. IfIf any Transfer Restricted Securities are outstanding as of the 366th calendar date after the Closing Date and:
(a) if, (i) because of any change in law or in the applicable interpretations thereof by the staff of the Commission, in the Company opinion of the Issuer, the Issuer is not permitted to effect a consummate the Registered Exchange Offer;
(b) for any reason, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (on or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect prior to the Initial Consummation Deadline; or
(c) any beneficial owner of Transfer Restricted Securities notifies the Issuer that:
(i) it is prohibited by law or Commission policy from participating in the Private Registered Exchange SecuritiesOffer;
(ii) it may not eligible to be exchanged for resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and held by the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or
(iii) it following consummation is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orIssuer, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhen, the Company Issuer and the Guarantors shall take the following actions:
(aA) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) Issuer and the Guarantors shall file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective by the Commission (unless it becomes effective automatically upon filing) on or prior to the 456th day following the Closing Date (or, if such date is not a Business Day, on the next succeeding Business Day) (such 456th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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.
(bB) The Company Issuer and the Guarantors shall use its their reasonable best 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 Securities, Securities for a period of two years one year (or for such longer period if extended pursuant to Section 3(j4(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) thereto, are no longer restricted securities outstanding or cease to be Transfer Restricted Securities (as defined in Rule 144 under such period being the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company Issuer and the Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action 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 (x) required by applicable lawlaw or (y) permitted pursuant to Section 4(j) hereof.
(cC) Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuer and the Guarantors shall cause (i) 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 thereunder; (ii) the Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of any Shelf Registration Statement 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Communications Holdings, Inc.)
Shelf Registration. If, (i) If, because of any change in law or in currently prevailing applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 calendar days following the Closing Date or the Exchange Offer is not consummated within 310 210 calendar days of after the Issue Closing Date (provided that, if the Exchange Offer Registration Statement shall be declared effective after such 180-day period or if the 310th Exchange Offer shall be consummated after such 210-day is not a business dayperiod, then the first business Company's obligation under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day thereafter) period or the failure of the Exchange Offer to be consummated within such 210-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser so requests Purchaser) is not eligible to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive freely tradeable Exchange Securities pursuant to the Exchange Offer or (iv) upon the written request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer with respect to the Initial Registrable Securities (or the Private Exchange Securities) that are not eligible permitted to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is if the Initial Purchasers do not eligible to participate receive freely tradable Exchange Securities in the Registered Exchange Offer orOffer; then, in the case of any Holder each of clauses (other than an Exchanging Dealeri) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhrough (iv), the Company shall take the following actions:
(a) The Company shall, at its cost, :
(A) as promptly as practicable (practicable, but in no event more later than 60 days the 30th calendar day after so required or requested pursuant to this Section 2) such filing obligation arises, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Securities held by it covered by such included in the Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to the Holder and furnishes to the Company in writing such Holder.information as the Company may reasonably request for inclusion in the Shelf Registration Statement or any Prospectus included therein;
(bB) The use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as practicable; provided that, with respect to Exchange Securities received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market-making or other trading activities, the Company may, if permitted by current interpretations by the staff of the SEC, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under paragraph (A) solely with respect to Participating Broker-Dealers who acquired their Securities as a result of market-making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or such Initial Purchaser, as applicable, after completion of the Exchange Offer;
(C) use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders, until the Holders of the relevant Securities, for earlier of: (i) a period of two years (or for such longer period if extended pursuant to years, plus any extensions as provided in Section 3(j2(d)(iii) below) , from the Issue Date date the Shelf Registration Statement is declared effective by the SEC or (ii) such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (ia) have been sold pursuant thereto to the Shelf Registration Statement, (b) cease to be outstanding or (iic) are no longer restricted securities (as defined in become eligible for resale pursuant to Rule 144 under the Securities Exchange Act; and
(D) notwithstanding any other provisions hereof, or any successor rule thereof). The Company shall be deemed not to have used use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes ensure that (i) any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming a part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading; provided, however, clauses (ii) and (iii) shall not apply to any information relating to any Initial Purchaser or any Holder furnished to the Company by or on behalf of such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested in writing by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Samples: Registration Rights Agreement (Dow Chemical Co /De/)
Shelf Registration. If, (i) If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company Issuer is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the date of this Agreement or the Exchange Offer is not consummated within 310 215 days after the date of the Issue Date (or if the 310th day is not a business daythis Agreement, the first business day thereafter) (iii) an Initial Purchaser so requests with respect if within 120 days after the Closing Time (as defined in the Purchase Agreement) any Holder of Securities notifies the Issuer that (a) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the Initial Securities public without delivering a prospectus and (x) the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or the Private Exchange Securitiesavailable for such resales by such Holder and (y) such Prospectus is not eligible promptly amended or modified in order to be exchanged suitable for Exchange use in connection with such resales for such Holder and all similarly situated Holders or (c) it is a broker-dealer and owns Securities in acquired directly from the Registered Exchange Offer and held by it following consummation Issuer or an affiliate of the Registered Exchange Offer Issuer for its own account or (iv) any Holder (other than an Exchanging Dealer) is the Holders of a majority of the Securities may not eligible to participate resell the Exchange Securities acquired or that would be acquired by them in the Registered Exchange Offer or, in to the case of any Holder (other than an Exchanging Dealer) that participates in public without restriction under the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange 1933 Act and any such Holder so requestswithout restriction under applicable blue sky or state securities laws, the Company shall take the following actions:
(a) The Company shallIssuer Shall, at its cost, as :
(x) As promptly as practicable (practicable, but in no any event more than 60 prior to the later of (1) 120 days after so required the date of this Agreement or requested pursuant to this Section (2) 30 days after the obligation to file the Shelf Registration Statement arises, file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 60 days after such filing obligation arises, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the set forth in such Shelf Registration Statement; provided that, with respect to Exchange Securities Act (hereinafterreceived by a broker-dealer in exchange for any Securities that were acquired by such broker-dealer as a result of market making or other trading activities, the “Issuer may, if permitted by current interpretations by the SEC staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this Section solely with respect to broker-dealers who acquired their Securities as a result of market making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration”), it being agreed Registration Statement. In the event that in the case the Company Issuer is filing required to file a Shelf Registration Statement due upon the request of any Holder (including an Initial Purchaser) not eligible pursuant to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2above to participate in the Exchange Offer, the Company Issuer shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2.1 with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all or such Initial Purchaser, as applicable, after completion of the provisions of this Agreement applicable to such HolderExchange Offer.
(by) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period if it voluntarily takes any action "EFFECTIVENESS PERIOD"); PROVIDED, HOWEVER, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall be extended to offer the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable law.as otherwise provided herein; and
(cz) Notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Samples: Registration Rights Agreement (Caprock Communications Corp)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted to effect a Registered Exchange Offer, as contemplated by applicable law or Commission policy (after the procedures set forth in Section 1 hereof5(a) hereof have been complied with), (ii) for any reason the Registered Exchange Offer is not consummated Consummated within 310 days 30 Business Days of the Issue Effectiveness Target Date (or if the 310th such 30th day is not a business dayBusiness Day, the first business day thereafter) next succeeding Business Day), or (iii) an Initial Purchaser so requests with respect to the any Holder of Initial Securities (A) such Holder notifies the Company in writing within 10 Business Days of the effectiveness of the Exchange Offer Registration Statement that it is prohibited by applicable law or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Commission policy from participating in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) such Holder does notifies the Company in writing within 10 Business Days of the effectiveness of the Exchange Offer Registration Statement that it may not receive freely tradeable resell the Exchange Securities on acquired by it in the date Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder notifies the Company in writing within 10 Business Days of the exchange effectiveness of the Exchange Offer Registration Statement that it is a Broker-Dealer and any such Holder so requests, holds Initial Securities acquired directly from the Company or one of its affiliates, upon such Holder’s request, then the Company and the Guarantors shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant cause to this Section 2) file with the Commission be filed and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th later of (1) the 105th day after the Issue Filing Date or and (y2) the occurrence 90th day after such obligation arises , which Shelf Registration Statement shall provide for resales of all Initial Securities the Holders of which shall have provided the information required pursuant to Section 3(b) hereof. Each of the events specified in clause (ii), (iii) or (iv) of this Section 2, Company and the Company Guarantors shall use its their commercially reasonable best efforts to have keep such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is continuously effective, supplemented and amended as required to be filed; provided, however, that no Holder (other than an Initial 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 Sections 5(b) and (c) hereof to such Holder.
(b) The Company shall use its reasonable best efforts the extent necessary to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered ensure that it is available for resales of Initial Securities by the Holders of Initial Securities entitled to the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions benefit of this Agreement Section 3(a), and to the contrary, the Company shall 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 ensure that it conforms with the applicable requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (a) one year after the date the Shelf Registration Statement is declared effective and (iib) not to contain any untrue statement the date on which all Initial Securities registered thereunder are disposed 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 misleadingaccordance therewith.
Appears in 1 contract
Samples: Registration Rights Agreement (Hay River Partnership)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 250 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging DealerA) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, such Holder does or (B) may not receive freely tradeable resell the Exchange Securities on acquired by it in the date of Registered Exchange Offer to the exchange and any such Holder so requestspublic without delivering a prospectus, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time (x) in the case of clause (i) above, on or prior to time the 210th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on or prior to the 90th day after the date on which such Shelf Registration Statement is required to be filed, in each case 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”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period until the earliest of (x) the time when all Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the Securities Act, without any limitations under clauses (c), (e), (f) and (h) thereof, (y) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when (z) the date on which all the Securities covered by registered under the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined disposed of in Rule 144 under the Securities Act, or any successor rule thereof)accordance therewith. The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless (i) such action is required by applicable lawlaw or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Community Health Systems Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the any Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or Offer, (iviii) any Holder (other than an Exchanging Dealer) of Transfer Restricted Securities (as defined in Section 6 hereof) notifies the Company in writing prior to consummation of the Exchange Offer that, based upon an opinion of counsel, it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, or (iv) the Registered Exchange Offer is not consummated within 220 days of the Issue Date, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2) 2 file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(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”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial 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 its reasonable best 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 Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action (other than an action permitted by Section 6(b)) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the 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.
Appears in 1 contract