Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 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 (Affymetrix Inc), Registration Rights Agreement (Affymetrix Inc), Registration Rights Agreement (Affymetrix Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (i) prepare and file an initial registration statement under the Shelf Registration Statement continuously effective in order Securities Act to permit the prospectus included therein public resale of Registrable Securities from time to time as permitted by Rule 415 (the "Prospectus") to be lawfully delivered or any similar provision adopted by the Holders Commission then in effect) of the relevant Securities, for Securities Act (a period of two years “Registration Statement”) and (or for ii) cause such longer period if extended pursuant initial Registration Statement to Section 2(h) below) become effective no later than 120 days from the date of this Agreement (the “Target Effective Date”). The Company will use its effectiveness or commercially reasonable efforts to cause such shorter period that will terminate when initial Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act, with respect to any Holder, until the earliest to occur of the following: (A) the date on which all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or distributed in the manner set forth and as contemplated in such Registration Statement, (iiB) may be sold pursuant to the date on which there are no longer any Registrable Securities outstanding and (C) the later of (1) the fourth anniversary of the date on which all Warrants have been converted into shares of Common Stock and (2) if and only if the Holder is an “affiliate” (as such term is defined in Rule 144(k) 144 promulgated under the Securities Act Act) of the Company, the earlier of (or any successor rule therefore), assuming for this purpose that x) the Holders thereof are not affiliates date on which such Holder is no longer an “affiliate” (as such term is defined in Rule 144 promulgated under the Securities Act) of the Company and (y) the twelfth anniversary of the date hereof (in any such caseeach case of clause (A), such period being called (B) and (C), the "Shelf Registration “Effectiveness Period"”). The Company A Registration Statement filed pursuant to this Section 2.01(a) shall be deemed not to have used its commercially reasonable best efforts to keep on such appropriate registration form of the Shelf Commission as shall be selected by the Company; provided that, if the Company is then eligible, it shall file such 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf on Form S-3. A Registration Statement and when declared effective (including the Prospectus and any amendment or supplement thereto, documents incorporated therein by reference) will comply as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply form in all material respects with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations of the Commission and (ii) will 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 thereintherein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, not misleadingbut in any event within three Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of a Registration Statement.
Appears in 3 contracts
Samples: Series a Preferred Stock Purchase Agreement (Targa Resources Corp.), Purchase Agreement (Targa Resources Corp.), Registration Rights Agreement (Targa Resources Corp.)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than within 90 days after so required or requested pursuant to this Section 1) of the date of original issuance of the Notes, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective under the Act on or prior to 180 days (plus any additional days allowed as soon as practicable a registration statement on Form S-3 (result of a Supplemental Delay Period) after the "date of original issuance of the Notes, a Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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) Statement. 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 (the "Prospectus") 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 2(h) below) from the date of its effectiveness original issuance of the Notes or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold pursuant by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to Rule 144(k) under the be outstanding any Transfer Restricted Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 Transfer Restricted Securities covered thereby not being able to offer and sell such Securities securities during that period, unless (i) such action is (i) required by applicable law or law, (ii) such action is taken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including the acquisition or divestiture of any event contemplated by Section 2(b)(v) belowassets, and so long as the Company promptly thereafter complies with the requirements of Section 2(h).
4(h) hereof, if applicable or (ciii) Notwithstanding such action is taken because of any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 circumstance giving rise to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingSupplemental Delay Period.
Appears in 3 contracts
Samples: Registration Rights Agreement (Invitrogen Corp), Registration Rights Agreement (Invitrogen Corp), Registration Rights Agreement (Invitrogen Corp)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use its best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as practicable, but in no event later than 210 days after the date hereof (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 promulgated thereunder as announced from time to time for a period (iithe “Effectiveness Period”) not of:
(1) two years following the last date of original issuance of Notes; or
(2) such shorter period that will terminate when (X) all of the Holders of Transfer Restricted Securities are able to contain sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any untrue statement of a material fact or omit to state a material fact required successor rule thereto, (Y) when all Transfer Restricted Securities have ceased to be stated therein outstanding (whether as a result of redemption, repurchase and cancellation, conversion or necessary otherwise) or (Z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold.
(b) No Holder may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to make this Agreement unless such Holder furnishes to the statements thereinIssuer in writing, in light at least ten Business Days prior to the effectiveness of the circumstances Shelf Registration Statement (the “Questionnaire Deadline”), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under which they were madestate securities laws. In connection with all such requests for information from Holders, not misleadingthe Issuer shall notify such Holders of the requirements set forth in the preceding sentence.
Appears in 2 contracts
Samples: Resale Registration Rights Agreement (Vertex Pharmaceuticals Inc / Ma), Registration Rights Agreement (Vertex Pharmaceuticals Inc / Ma)
Shelf Registration. The Company (a) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Operating Partnership is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not consummated within 180 days after the original issue of the Registrable Securities, or (iii) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer (other than due solely to the status of such holder as an affiliate of the Operating Partnership within the meaning of the 1933 Act or as a broker dealer), then in case of each of clauses (i) through (iii) the Operating Partnership shall take (x) promptly deliver to the following actionsholders written notice thereof and (y) at the Operating Partnership's sole expense:
(ab) The Company shall, at its cost, prepare and, as As promptly as practicable practicable, (but in no event more than 90 60 days after so required or requested pursuant to this Section 1Agreement) file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(bc) 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 (the "Prospectus") 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 2(h) below) from the date of its effectiveness 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 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 and sell such Securities during that period, unless such action is (i) the extent required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies to permit dealers to comply with the applicable prospectus delivery requirements of Section 2(h)Rule 174 under the 1933 Act and as otherwise provided herein.
(cd) 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 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 thereintherein 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, in light of the circumstances under which they were made, not misleading. 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 agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Operating Partnership in writing within 15 days after receipt of a request therefor, such information as the Operating Partnership may, after conferring with counsel, 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 Operating Partnership all information with respect to such Holder necessary to make the information previously furnished to the Operating Partnership by such Holder not materially misleading. The Operating Partnership shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership 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 2 contracts
Samples: Registration Rights Agreement (Simon Property Group L P /De/), Registration Rights Agreement (Simon Property Group L P /De/)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested has prepared and filed with the SEC a Registration Statement on Form F-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be Rule 415, which Registration Statement was declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933by the SEC on March 11, as amended 2009 (the "Securities ActEffectiveness Date") (hereinafter). Subject to the terms of this Shareholders' Agreement, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 such Registration Statement continuously effective in order to permit under the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from Securities Act until the date of its effectiveness or such shorter period that will terminate when on which (A) all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto sold, or (ii) may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to SOF and to the Company's transfer agent and (in any such case, such period being called B) after receipt by SOF of unlegended certificates representing freely transferable Shares from the transfer agent (the "Shelf Registration Effectiveness Period"). The Company shall be deemed not After receipt of such opinion letter, all Parties agree to have used its commercially use reasonable best efforts to keep cooperate in providing the Shelf transfer agent with all documents reasonably necessary for delivery of such unlegended certificates.
(b) If after the Effectiveness Date, a Registration Statement or Statements, as the case may be, ceases or cease for any reason to remain continuously effective as to all Registrable Securities for which it or they is or are required to be effective, or SOF is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, in either case, for more than thirty (30) consecutive Trading Days or more than an aggregate of sixty (60) Trading Days during the requisite any twelve (12) month period (which need not be consecutive calendar days) (any such failure or event being referred to as an "Event"), then APWC and PEWC agree that SOF will suffer irreparable damages 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 (i) required by applicable law or (ii) taken by the Company fails to meet its obligations in good faith this Section 6.1 and for valid business reasons that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Put Right described in Section 6.6 hereof shall become immediately exercisable upon the occurrence of any event contemplated by Section 2(b)(v) below, such Event and the Company thereafter complies with the requirements of Section 2(h)shall continue so long as such Event has not been cured.
(c) Notwithstanding any other provisions From and after the date of this Shareholders' Agreement to until the contraryend of the Effectiveness Period, without the prior written consent of SOF, which consent shall not be unreasonably withheld or delayed, the Company shall cause the Shelf Registration Statement and the Prospectus and not enter into an agreement that grants a holder or prospective holder of any amendment or supplement thereto, as securities of the effective date of the Shelf Registration Statement, amendment Company demand or supplement, (i) incidental registration rights that by their terms are not subordinate to comply in all material respects or pari passu with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not registration rights granted to contain any 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, SOF in light of the circumstances under which they were made, not misleadingthis Shareholders' Agreement.
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholders Agreement (Pacific Electric Wire & Cable Co LTD)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered Holders that have provided the information required pursuant to the terms of and within the period specified 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.Section 2(b) hereof;
(bii) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and
(iii) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of the relevant SecuritiesTransfer Restricted Securities entitled, for a period of two years (or for such longer period if extended pursuant subject to Section 2(h2(b) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereforeand Section 2(e), assuming for to the benefit of this purpose that the Holders thereof are not affiliates of the Company Agreement and (in any such case, such period being called 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 B) 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time, for a period (the “Effectiveness Period”) until the earliest to occur of:
(1) two years after the last date of original issuance of any of the Debentures;
(2) the date when all of the Transfer Restricted Securities have ceased to be outstanding (whether as result of redemption, repurchase and cancellation, conversion or otherwise);
(3) the date when all of the Transfer Restricted Securities are disposed of pursuant to a Shelf Registration Statement or pursuant to Rule 144 under the Securities Act (or any other similar provision then in effect).
(b) The Company shall furnish a written notice to each Holder of the Transfer Restricted Securities at least 15 business days before filing of the Shelf Registration Statement and inform each Holder that to have its Transfer Restricted Securities included in the Shelf Registration Statement it must deliver a completed Notice and Questionnaire to the Company. Subject to Section 2(e), at the time the Shelf Registration Statement is declared effective, each Holder that has delivered a completed Notice and Questionnaire to the Company (a “Notice Holder”) on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) Except as provided in Section 2(e) and Section 4(b), if the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective or fails to be usable for resale of Transfer Restricted Securities in accordance with this Agreement for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall, subject to the Company’s right to declare a Suspension Period, as promptly as possible amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities and eligible to be included under Section 2(e) ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period in accordance with the provisions of this Agreement relating to the Shelf Registration Statement.
(d) Subject to Section 2(e) and Section 4(b), the Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e), and the procedures set forth in Section 4 hereof. Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus must deliver a Notice and Questionnaire to the Company. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of the Shelf Registration Statement, the Notice and Questionnaire must be delivered at least ten (10) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, upon the later of (x) fifteen (15) Business Days after the date a Notice and Questionnaire is delivered or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed;
(ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i) hereof; and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i) hereof; provided that if such Notice and Questionnaire is delivered during a Suspension Period or a Suspension Period begins within fifteen (15) Business Days after the delivery of such Notice and Questionnaire, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above within fifteen (15) Business Days after the expiration of the Suspension Period in accordance with Section 4(b); provided, further, that the Company shall not be required to contain file more than one amendment to the Shelf Registration Statement or supplement to the Prospectus for the Holders pursuant to this Section 2(e) during any untrue statement fiscal quarter of the Company, and with respect to the first fiscal quarter of a material fact year, shall file any such amendment or omit to state a material fact required to be stated therein or necessary to make supplement concurrently with the statements therein, in light filing of the circumstances Company’s Annual Report on Form 10-K for the previous fiscal year during such quarter, and with respect to the second, third and fourth fiscal quarters of a year shall file concurrently with the filing of the Company’s Quarterly Report on Form 10-Q during such fiscal quarter, or if a Suspension Period is in effect on the date of such filing, within 15 Business Days after the expiration of such Suspension Period. Notwithstanding anything contained herein to the contrary, the Company shall be under which they were made, no obligation to name any Holder that is not misleadinga Notice Holder as a selling securityholder in any Registration Statement or related Prospectus.
Appears in 2 contracts
Samples: Registration Rights Agreement (Euronet Worldwide Inc), Registration Rights Agreement (Euronet Worldwide Inc)
Shelf Registration. (i) As soon as reasonably practicable after the Effective Date and in any event not later than seventy five (75) days after the Effective Date, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 covering the resale of all of the Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). The Company shall take use its reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable. In the following actions:
event that the Company becomes eligible to use Form S-3, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf to a Registration Statement for a Shelf Registration on Form S-3 (athe “Form S-3 Shelf” and, together with the Form S-1 Shelf, the “Shelf”) as soon as practicable after the Company becomes so eligible. The Company shallshall use its reasonable best efforts to keep the Shelf continuously effective under the Securities Act until there are no longer any Registrable Securities, at including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than forty five (45) days after the date of such ineligibility and using its cost, prepare and, reasonable best efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than 90 sixty (60) days after the date of such filing, unless it is not practicable to do so required or requested pursuant due to this Section 1) file with circumstances directly relating to the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf review of Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) Statement 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"Commission); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasers) shall be entitled and without limitation to have the Section 2(a)(viii), with respect to Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all any Holder, who together with its Affiliates, beneficially owns less than 5% of the provisions outstanding shares of this Agreement applicable to such Holder.
(b) The Company Common Stock, the Company shall not be obligated to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act at any time after the second (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates 2nd) anniversary of the Company Effective Date and before the WKSI Date (in any such case, such the period being called during which the "Shelf Registration Period"). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective during under the requisite period if it voluntarily takes any action that would result Securities Act in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is accordance with this clause (i) required by applicable law or (ii) taken by ), the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h“Shelf Period”).
(cii) Notwithstanding At any other provisions time during which the Shelf Registration Statement or Automatic Shelf Registration Statement is effective (or in connection with its initial effectiveness), any one or more of this Agreement the eligible Holders of Registrable Securities may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the contraryShelf (each, an “Underwritten Shelf Takedown”); provided that in the case of each such Underwritten Shelf Takedown such Holder or Holders will be entitled to make such demand only if the total offering price of the shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $50 million.
(iii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Subject to Section 2(i) below, within three (3) days after receipt of any Shelf Takedown Notice, the Company shall cause give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Notice”) and, subject to the provisions of Section 2(a)(iv) and Section 2(i) below, shall include in such Underwritten Shelf Registration Statement Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after giving the Company Notice.
(iv) If the managing underwriters for such Underwritten Shelf Takedown advise the Company that in their reasonable view, or, if such managing underwriters are unwilling to so advise the Company, if the Company concludes after consultation with such managing underwriters and the Prospectus Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown that in the Company’s reasonable view, the number of shares of Company Common Stock proposed to be included in such Underwritten Shelf Takedown exceeds the number of shares of Company Common Stock which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, then the Company shall so advise all Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown, and any amendment shall include in such Underwritten Shelf Takedown the number of shares of Company Common Stock which can be so sold in the following order of priority: (A) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown, which in the view of such underwriters or supplement theretothe Company, as applicable, can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the effective date number of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Registrable 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 requested to be stated included therein or necessary to make the statements thereinby each such Holder, in light of the circumstances under which they were made, not misleading.and
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (MPM Holdings Inc.)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as As promptly as practicable (but in no event more later than 90 days 60 days) after so required or requested pursuant the Company becomes eligible to this Section 1) effect a registration on Form S-3 (and provided that the Company is eligible to effect such registration at such time), the Company shall file with the SEC a Shelf Registration Statement providing for the registration and sale of all of the Registrable Securities by the Holders and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended soon as reasonably practicable thereafter (provided that the "Securities Act") (hereinafter, the "Shelf Registration"Company is eligible to effect such registration at such time); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 Subject to the Company being eligible to do so under the Securities Act, the Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the earlier of (i) all Common Shares held by all Holders are no longer Registrable Securities and (ii) the date as of the relevant Securities, for a period of two years (or for such longer period if extended which all Registrable Securities have been sold pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have or another Registration Statement has been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) filed under the Securities Act (or any successor rule thereforebut in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) (such period of effectiveness, the “Shelf Period”). Subject to Section 2.2(c), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall not be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Period if it the Company voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Securities Shelf Registration Statement during that periodthe Shelf Period, unless such action or omission is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Law.
(c) Notwithstanding The Company shall be entitled to postpone (but not more than once in any six-month period), for a reasonable period of time, together with any postponement under Section 2.1(e), not in excess of 60 days (and not for periods exceeding, in the aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Shelf Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in their good faith judgment, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain, if requested by the Holders’ Representative (and subject to their entering into a customary confidentiality obligation as to such information), a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the anticipated delay.
(d) Upon a written request from any Holder (an “Initiating Holder”) to effect an offering under the Shelf Registration Statement (a “Takedown”), provided that the Company is eligible to utilize such Registration Statement at such time, the Company will, as soon as practicable, (x) deliver a written notice relating to the proposed Takedown to all other Holders and (y) promptly (and in any event not later than twenty days after receiving such Initiating Holder’s request) supplement the Prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included in such Takedown by any other provisions Holders who notify the Company in writing within ten business days after receipt of such written notice from the Company. If the Company and/or the holders of any Other Securities request inclusion of Other Securities in a Takedown, such Other Securities shall be included in the Takedown if, and only if, inclusion of such Other Securities would not be reasonably likely to delay in any material respect the timely effectuation of the Takedown or the sale of Registrable Securities pursuant to the Takedown. In the case of a request for or effectuation of a Takedown, all references in this Agreement to the contrary, effective date of a Registration Statement shall be deemed to refer to the Company date of pricing of such Takedown and all references to registration shall cause be deemed to refer to the Takedown.
(e) If any of the Registrable Securities to be sold pursuant to a Shelf Registration Statement are to be sold in a firm commitment underwritten offering, and the Prospectus and managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any amendment or supplement thereto, as of the effective date of the Shelf Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, amendment exceeds the total number or supplementdollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:
(i) to comply first, the Registrable Securities for which inclusion in all material respects with such underwritten offering requested by the applicable requirements Holders, pro rata (if applicable), based on the number of the Registrable Securities Act and the rules and regulations of the Commission and Beneficially Owned by each such Holder; and
(ii) not to contain second, among any untrue statement holders of a material fact or omit to state a material fact required to be stated therein or necessary to make Other Securities, pro rata, based on the statements therein, in light number of the circumstances under which they were made, not misleadingOther Securities Beneficially Owned by each such holder of Other Securities.
Appears in 2 contracts
Samples: Master Commutation, Release and Restructuring Agreement (Security Capital Assurance LTD), Master Commutation, Release and Restructuring Agreement (Xl Capital LTD)
Shelf Registration. The Company shall take the following actions:
(a) The Company In the event that Parent pays for the Shares being purchased by delivery of shares of Parent Common Stock, Parent shall, at its costwithin three months following the Closing, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a shelf registration statement on Form S-3 an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission (a "SHELF REGISTRATION STATEMENT"), relating to the "Shelf Registration Statement") covering the offer and sale resale of the Transfer Restricted Securities (as defined in Section 5 hereof) Parent Shares by the Holders thereof Stockholder from time to time in accordance with the methods of distribution set forth in the such Shelf Registration Statement and Rule 415 shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration")soon as practicable thereafter; PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Stockholder shall not be entitled to have the Securities Parent Shares held by it covered by such Shelf Registration Statement unless such Holder agrees Stockholder is in writing to be bound by all the provisions of this Agreement applicable to such Holdercompliance with Section 5.02(f) hereof.
(b) The Company Parent shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") forming part thereof to be lawfully delivered usable by the Holders Stockholders until the earliest to occur of the relevant Securities, for a period following: (A) the two year anniversary of two years the Closing; (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when earliest time at which all the Securities Parent Shares covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement; and (iiC) the earliest time at which, in the written opinion of independent counsel to Parent, all outstanding Parent Shares held by persons that are not affiliates of Parent may be sold resold without registration under the Securities Act pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company provision thereto (in any such case, such period being called the "Shelf Registration PeriodEFFECTIVENESS PERIOD"). The Company Parent 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 Parent voluntarily takes any action that would result in Holders Stockholders of Securities Parent Shares covered thereby not being able to offer and sell any such Securities Parent Shares during that period, unless (i) such action is (i) required by applicable law or law, (ii) taken by the Company in good faith and for valid business reasons upon the occurrence continued effectiveness of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement would require Parent to disclose a material financing, acquisition or other corporate transaction, and the Prospectus Board of Directors shall have determined in good faith that such disclosure is not in the best interests of Parent and any amendment its stockholders, or supplement thereto, as (iii) the Board of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply Directors shall have determined 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 good faith that there is a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingvalid business purpose for such suspension.
Appears in 2 contracts
Samples: Stockholders Stock Option and Proxy Agreement (Sun Healthcare Group Inc), Stockholders Stock Option and Proxy Agreement (Contour Medical Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Subject to the terms hereof and of the Stockholders Agreement, in connection with a Demand Registration, subject to Section 2.03(d), and further subject to the availability of a registration statement on Form S-3 or any successor form (“Form S-3”) to the Company, the Requesting Stockholder(s) making the Demand may by written notice delivered to the Company shall, at its cost, prepare and, (the “Shelf Notice”) require the Company to file as promptly soon as practicable (but in no event more later than 90 45 days after so required or requested pursuant the date the Shelf Notice is delivered and no earlier than the 180th day following the Closing Date), and to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective by the Commission as soon as practicable practicable, a registration statement on Form S-3 (providing for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the "Shelf Registration Statement") covering Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof sale, from time to time time, of the Registrable Securities Beneficially Owned by such Requesting Stockholder(s) and the other Stockholders holding any Registrable Securities who elect to participate therein as provided in Section 2.03(b) in accordance with the methods plan and method of distribution set forth in the prospectus included in such Form S-3 (the “Shelf Registration Statement and Rule 415 under Statement”). In the Securities Act event of 1933, as amended (a disagreement among the "Securities Act") (hereinafterRequesting Stockholders, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than decision of the Initial PurchasersStockholder(s) holding a majority of the Registrable Securities 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 govern for purposes of this Agreement applicable to such HolderSection 2.03(a).
(b) The Within five Business Days after receipt of a Shelf Notice pursuant to Section 2.03(a), the Company shall will deliver written notice thereof to each Stockholder holding any Registrable Securities. Each Stockholder may elect to participate in the Shelf Registration Statement in accordance with the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten Business Days after the Shelf Notice is given to any such Stockholders.
(c) Subject to Section 2.03(d), the Company will use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein earlier of (the "Prospectus"i) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years after the Shelf Registration Statement has been declared effective and (or for such longer period if extended pursuant to Section 2(hii) below) from the date of its effectiveness or such shorter period that will terminate when on which all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (thereunder in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies accordance with the requirements plan and method of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to distribution disclosed in the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of prospectus included in the Shelf Registration Statement, or otherwise.
(d) The Company shall be entitled, from time to time, by providing written notice to the Stockholders who elected to participate in the Shelf Registration Statement, to require such Stockholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for any Blackout Period. Immediately upon receipt of such notice, the Stockholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. After the expiration of any Blackout Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplementsupplement to the Shelf Registration Statement or the prospectus, (i) or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to comply in all material respects with the applicable requirements purchasers of the Registrable Securities Act and included therein, the rules and regulations of the Commission and (ii) prospectus will not to contain include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to be stated in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading.
(e) At any time that a Shelf Registration Statement is effective, if any Demand Right Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then, the Company shall as promptly as reasonably practicable amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering (as defined below), the inclusion of Registrable Securities by any other holders pursuant to this Section 2.03(e)). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”):
(i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Right Holder shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Right Holder and the Company within five Business Days after delivery of the Take-Down Notice to such holder; and
(ii) if the lead or co-managing underwriter(s) advises the Company and the proposing Demand Right Holder that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the distribution thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Right Holder is advised by such lead or co-managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 2.01(g). Except as otherwise expressly specified in this Section 2.03, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article II as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 2.01(f) and Section 2.01(g). Notwithstanding anything in this Section 2.03 to the contrary, the Company shall not be required to participate in more than two Marketed Underwritten Shelf Offerings per fiscal year.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sonus Networks, Inc.), Merger Agreement (Sonus Networks Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as shall promptly as practicable (but in no event more than 90 days after so required or requested pursuant of the First Closing Date (as defined in the Purchase Agreement), such 90th day being a "Filing Deadline") use its reasonable best efforts to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 210 days after the First Closing Date (such 210th day being an "Effectiveness Deadline") a registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasersa 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) 144 under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company Act) (in any such case, such period being called the "Shelf Registration Period")) or (iii) such time as, in the opinion of counsel to the Company, all the Registrable Securities held by the Company's non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act. 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 subsections (a) and (b) of this Section 1, the Company may delay preparation of any post-effective amendment to the Registration Statement or suspend the use of the prospectus that is part of the Registration Statement in connection with an acquisition or financing if the Company's board of directors determines, in good faith, that such post-effective amendment or suspension (i) required by applicable law would require disclosure with respect to such acquisition or financing that is not in the Company's best interest or (ii) taken by would interfere with or affect the negotiation or completion of such acquisition or financing, provided that:
(i) the Company has provided to each Holder, in good faith and for valid business reasons upon advance of such delay or suspension, written notice of such delay or suspension;
(ii) any such delay or suspension shall not exceed 45 consecutive days at any one time;
(iii) the occurrence aggregate number of days during which such delay or suspension is in effect during any event contemplated by Section 2(b)(vthree-month period shall not exceed 75 days; and
(iv) below, and the Company thereafter complies with the requirements aggregate number of Section 2(h)days during which such delay or suspension is in effect during any twelve-month period shall not exceed 120 days.
(cd) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus 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 2 contracts
Samples: Registration Rights Agreement (International Paper Co /New/), Registration Rights Agreement (International Paper Co /New/)
Shelf Registration. The Company Promptly after the date hereof and in any event on or before July 21, 1999, the Issuer shall take cause to be filed the following actions:
(a) The Company shallShelf Registration Statement providing for the sale by the Holders of all of the Warrant Securities in accordance with terms hereof, at and the Issuer will use its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant best efforts to this Section 1) file with cause such Shelf Registration Statement to be declared effective by the Securities and Exchange Commission (the "CommissionSEC") and thereafter shall on or before August 21, 1999. The Issuer agrees to use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 with respect to the Warrant Securities continuously effective in order so long as any Holder holds Warrant Securities until such time as each Holder has received an opinion of counsel to permit the prospectus included therein Issuer (which opinion and counsel shall be satisfactory to the "Prospectus"Holders) to be lawfully delivered by the Holders effect that each such Holder is permitted under Rule 144 to the dispose of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date all of its effectiveness or Warrant Securities without such shorter period that will terminate when all the Securities covered by registration. The Issuer further agrees to amend the Shelf Registration Statement (i) have been sold pursuant thereto if and as required by the rules, regulations or (ii) may be sold pursuant instructions applicable to Rule 144(k) under the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act (or any successor rule therefore)rules and regulations thereunder; provided, assuming for this purpose however, that the Holders thereof are Issuer shall not affiliates of the Company (in any such case, such period being called 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 selling Holders of Securities covered thereby not being able to offer and sell such Warrant Securities during that periodcovered thereby, unless such action is (i) permitted by this Agreement or required by under applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement Issuer has filed a post-effective amendment to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as SEC has not declared it effective. The registration pursuant to this Section 2 shall be effected by the filing of the effective date of the a Shelf Registration StatementStatement on Form S-1 or Form S-3 (provided that if Form S-3 is used, amendment or supplement, (i) to comply in all material respects with the applicable requirements of Prospectus shall contain 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 information that would have been required to be stated included therein had Form S-1 been used) or necessary on Form SB-2; provided, however, that if the intended method of disposition by the Holders is to make be an underwritten offering, the statements therein, in light Issuer shall use such form of Registration Statement as is acceptable to the circumstances under which they were made, not misleadingunderwriters.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Murdock Communications Corp), Registration Rights Agreement (Murdock Communications Corp)
Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 within 120 days after so required or requested the date on which the Initial Purchasers purchase the Convertible Preferred Stock pursuant to this Section 1) the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 240 days after the Closing Date a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) 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 effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may are eligible to be sold pursuant to under Rule 144(k) under the Securities Act (or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus 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, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein.
Appears in 2 contracts
Samples: Registration Rights Agreement (Chesapeake Energy Corp), Registration Rights Agreement (Chesapeake Energy Corp)
Shelf Registration. The Company shall take the following actionsshall:
(a) The Company shallnot later than the first anniversary of the date hereof, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement"or any comparable or successor form) covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933Act, as amended or if the Company is ineligible to use Form S-3, on another appropriate form (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such which Shelf Registration Statement unless such Holder agrees shall provide for the issuance by the Company and resales by ASLP Holders of all outstanding Registrable Securities and all Registrable Securities issuable pursuant to Section 1.3(h) or pursuant to the exercise of outstanding Exchange Warrants, in writing each case held by ASLP Holders or others that have provided the information required pursuant to be bound by all the provisions terms of this Agreement applicable to such Holder.Section 4.2 hereof;
(b) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the first anniversary of the date hereof (the “Effectiveness Target Date”);
(c) use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered effective, supplemented and amended as required by the provisions of Section 4.1(b) hereof to the extent necessary to ensure that (x) it is available for resales by the ASLP Holders of Registrable Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hy) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time, for a period (the “Effectiveness Period”) that will terminate upon the first to occur of: (1) all Registrable Securities and Exchange Warrants have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise), (2) all Registrable Securities registered under the Shelf Registration Statement have been issued and resold, and (ii3) not the Dissolution of ASLP; and
(d) if for any reason during the Effectiveness Period the Company becomes ineligible to contain any untrue use the form on which an existing Shelf Registration Statement has been filed and declared effective, use its reasonable best efforts to file another shelf registration statement of a material fact or omit to state a material fact required on an appropriate form for which the Company is eligible and cause such additional registration statement to be stated therein or necessary declared effective by the Commission as promptly as practicable. Such additional registration statement shall be deemed to make be a “Shelf Registration Statement” subject as appropriate to the statements therein, in light of the circumstances under which they were made, not misleadingprovisions hereof.
Appears in 2 contracts
Samples: Exchange and Registration Rights Agreement (American Seafoods Corp), Exchange and Registration Rights Agreement (American Seafoods Corp)
Shelf Registration. The Company shall take the following actions:
(a) The If at any time the Company shall receive a Purchaser Request under this Section 2 that the Company file a shelf registration statement under the Securities Act, then the Company shall, at its costwithin 10 days of the receipt thereof, prepare give written notice of such request to all Holders and, subject to Section 4 below, shall prepare and file (as promptly expeditiously as practicable (but practicable, and in any event within 60 days of the receipt of the Purchaser Request) with the Commission a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that the Company shall have no event more than 90 days after so required or requested obligation to file a Registration Statement pursuant to this Section 12 for less than the total amount of Registrable Securities then held by the Holders if (based on the current market prices) file with the remaining Registrable Securities and Exchange Commission owned by all Holders would not yield gross proceeds of at least $15,000,000. Such Registration Statement shall be on Form S-3 (except if the "Commission"Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders may consent) and thereafter shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act as promptly as reasonably practicable after the filing thereof, and in any event within 90 days of 1933the filing thereof (or 120 days if the Commission has determined to review the applicable Registration Statement) or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Purchaser Request, as amended (Company shall cause the "Securities Act") (hereinafterRegistration Statement to be filed pursuant to an Automatic Shelf Registration Statement and, the "Shelf Registration"); PROVIDEDsubject to Section 4 below, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled use its reasonable best efforts to have keep such Registration Statement continuously effective under the Securities held by it Act until the earliest of (i) the fifth anniversary of the effective date of the Registration Statement, (ii) when all Registrable Securities covered by such Shelf Registration Statement unless such have been sold and (iii) the date as of which each Holder agrees in writing is permitted to be bound by all sell its Registrable Securities pursuant to Rule 144 without volume limitations or any other restrictions (the provisions of this Agreement applicable to such Holder“Effectiveness Period”).
(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 (the "Prospectus") 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 Subject to Section 2(h) below) from 4, the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 results in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that periodthe Effectiveness Period, unless (i) such action is (i) required by law or the applicable law interpretations thereof by the Commission’s staff or (ii) such action is taken by the Company in good faith and for valid business reasons upon the occurrence (which shall not include avoidance of any event contemplated by Section 2(b)(v) belowits obligations hereunder), and provided, that the Company on or prior to 45 days thereafter complies with the requirements of Section 2(h).
(c6(j) Notwithstanding any other provisions of this Agreement to the contrary, extent permitted by law or interpretation by the Company shall cause the Shelf Registration Statement and the 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingCommission’s staff.
Appears in 2 contracts
Samples: Registration Rights Agreement (Westwood One Inc /De/), Purchase Agreement (Westwood One Inc /De/)
Shelf Registration. The Company shall take Within thirty (30) days after the following actions:
(a) The Company shall, at its cost, prepare and, expiration of the 180 day period commencing as promptly as practicable of the Effective Time (but in no event more than 90 days after so required or requested pursuant prior to this Section 1) December 7, 2000), HCC shall prepare and file with the Securities SEC a "Shelf" registration statement (such registration statement including the prospectus, amendments and Exchange Commission supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, a "Registration Statement") covering all of the shares of HCC common stock into which VCI's shares of common stock are converted as a result of the Merger (including any shares of HCC capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to such shares of HCC common stock, the "CommissionMerger Shares") and thereafter for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if HCC is not then eligible to register for resale the Merger Shares on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith as the Holders, by vote of the Holders of a majority of the Merger Shares, may consent). HCC shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933as promptly as possible after the filing thereof, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 shall use its commercially reasonable best efforts to keep the Shelf such Registration Statement continuously effective in order to permit under the prospectus included therein Securities Act until the date which is two (2) years after the "Prospectus") to be lawfully delivered date that such Registration Statement is declared effective by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness SEC or such shorter period that will terminate earlier date when all the Securities Merger Shares covered by the Shelf such Registration Statement (i) have been sold pursuant thereto or (ii) may be sold without volume restrictions pursuant to Rule 144(k) under as determined by the Securities Act counsel to HCC pursuant to a written opinion letter to such effect (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Effectiveness Period"). The Company Anything to the contrary contained herein notwithstanding, HCC 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 take any action that would result in the Holders of Securities covered thereby not being able to offer and sell such Securities the Merger Shares during that periodthe Effectiveness Period, unless such action is (i) required under applicable law, as evidenced by applicable law an opinion of counsel to HCC or (ii) taken by such other evidence as the Company in good faith and for valid business reasons Holders may deem acceptable, or HCC has, upon the occurrence written advice of any event contemplated by Section 2(b)(v) belowcounsel, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement filed a post-effective amendment to the contrary, the Company shall cause the Shelf Registration Statement and the 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) SEC has not to contain any 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, in light of the circumstances under which they were made, not misleadingdeclared it effective.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Healthcentral Com), Merger Agreement (Healthcentral Com)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use its best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as reasonably practicable, but in no event later than 210 days after the date hereof (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the “Effectiveness Period”) of:
(A) two years following the last date of original issuance of Notes; or
(B) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (iiz) not all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold.
(b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to contain any untrue statement this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 20th Business Day after receipt of a material fact request therefor (the “Questionnaire Deadline”), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.
Appears in 2 contracts
Samples: Resale Registration Rights Agreement (Nektar Therapeutics), Registration Rights Agreement (Nektar Therapeutics)
Shelf Registration. The If the Company is not required to file a Registration Statement with respect to the Registered Exchange Offer pursuant to Section 3(a) hereof, then pursuant to Rule 415 under the Act, the Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission a "shelf" registration statement (the "CommissionSHELF REGISTRATION STATEMENT") relating to all then outstanding Transfer Restricted Securities, the holders of which shall have provided the information required pursuant to Section 6(a)(i) and thereafter (ii) hereof within the time specified in such section, and shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees to become effective as promptly as practicable thereafter. Subject to the proviso contained in writing to be bound by all Section 6(b)(x), the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective and to prevent the happening of any event described in order to permit the prospectus included therein (the "Prospectus"Section 6(b)(iv)(D) to be lawfully delivered by the Holders of the relevant Securities, hereof for a period of two years following the date on which such Shelf Registration Statement becomes effective under the Act (or for such longer period if as may be extended pursuant to Section 2(h6 hereof) below) from the date of its effectiveness or such shorter period that will terminate terminating when all Transfer Restricted Securities either (i) have been sold pursuant to the Shelf Registration Statement or (ii) have ceased to be Transfer Restricted Securities covered by pursuant to clause (c) of the definition of Transfer Restricted Securities. Subject to the proviso contained in Section 6(b)(x), upon the occurrence of any event that would cause the Shelf Registration Statement (i) have been sold pursuant thereto to contain a material misstatement or omission or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep be effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contraryusable, the Company shall cause the Shelf Registration Statement and the Prospectus and any promptly file an amendment or supplement thereto, as of the effective date of to the Shelf Registration Statement, amendment in the case of clause (i), correcting any such misstatement or supplementomission, and in the case of clauses (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 ), use its reasonable best efforts to contain any untrue statement of a material fact or omit to state a material fact required cause such amendment to be stated therein or necessary declared effective and such Shelf Registration Statement to make the statements therein, in light of the circumstances under which they were made, not misleadingbecome usable as soon as practicable thereafter.
Appears in 2 contracts
Samples: Registration Rights Agreement (Primedia Inc), Registration Rights Agreement (Vegeterian Times Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than within 90 days after so required or requested pursuant to this Section 1) of the date of original issuance of the Notes, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective under the Act on or prior to 180 days (plus any additional days allowed as soon as practicable a registration statement on Form S-3 (result of a Supplemental Delay Period) after the "date of original issuance of the Notes, a Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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) Statement. 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 (the "Prospectus") 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 2(h) below) from the date of its effectiveness original issuance of the Notes or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold pursuant by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to Rule 144(k) under the be outstanding any Transfer Restricted Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF 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 Transfer Restricted Securities covered thereby not being able to offer and sell such Securities securities during that period, unless (i) such action is (i) required by applicable law or law, (ii) such action is taken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company's obligations hereunder), including the acquisition or divestiture of any event contemplated by Section 2(b)(v) belowassets, and so long as the Company promptly thereafter complies with the requirements of Section 2(h).
4(h) hereof, if applicable or (ciii) Notwithstanding such action is taken because of any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 circumstance giving rise to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingSupplemental Delay Period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Invitrogen Corp), Registration Rights Agreement (Invitrogen Corp)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at hereby agrees to use its cost, prepare and, as promptly as practicable best efforts to:
(but in no event more than 90 days after so required or requested pursuant to this Section 1i) file with the Securities and Exchange Commission (no later than the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable Targeted Filing Date, a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time S-1 for an offering to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision thereto) covering all of 1933, as amended the Registrable Securities (the "Securities Act") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION STATEMENT"); PROVIDED, HOWEVER, that no Holder and
(other than ii) cause the Initial Purchasers) 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 declared effective pursuant to the Securities Act by the Effectiveness Target Date, and use 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 and available for resale of the prospectus included therein Registrable Securities under the Securities Act for the period (the "ProspectusEFFECTIVENESS PERIOD") ending on the earliest of (A) the date that is two years after the date on which all the Shares are issued (including those issued pursuant to Purchase Agreement at any closing occurring after the Execution Date) to the Investors; provided, such date shall be extended by the amount of time of any Suspension Period; (B) the date on which there ceases to be outstanding any Registrable Securities; and (C) the date on which the Company receives an opinion from its legal counsel ("COMPANY COUNSEL") to the effect that all Registrable Securities can be lawfully delivered by freely traded without the Holders continued effectiveness of the relevant SecuritiesShelf Registration Statement and the Company has instructed the transfer agent for the Shares and Warrant Shares that any legends on the certificate representing such Shares or Warrant Shares that restrict the transfer of such Shares or Warrant Shares shall be removed upon presentation to the transfer agent of any such certificate. Thereafter, for a period the Company shall be entitled to withdraw the Shelf Registration Statement and, upon such withdrawal, the Investors shall have no further right to offer or sell any of two years (or for such longer period if extended the Registrable Securities pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) or any Prospectus relating thereto). Notwithstanding anything contained within to the contrary, the Company shall have been sold pursuant thereto the right to convert the Shelf Registration Statement to a registration statement on Form S-2 or (ii) may Form S-3 or file a new registration statement on Form S-2 or Form S-3 for an offering to be sold made on a continuous basis pursuant to Rule 144(k) 415 under the Securities Act (or any successor rule therefore)provision thereto) covering all the Registrable Securities and, assuming for this purpose that upon the Holders declaration of effectiveness thereof are not affiliates of by the Commission, the Company shall have the right to withdraw the Shelf Registration Statement (in any such casewhich event, such period registration statement on Form S-2 or Form S-3 will be deemed to be a "SHELF REGISTRATION STATEMENT," for the purposes of this Agreement, including the Company's obligations with respect thereto).
(b) The Company may require each Holder of Registrable Securities as to which any registration is being called effected to furnish to the Company, within ten calendar days after written request therefor has been made by the Company, such information regarding the distribution of such Holder's Registrable Securities as is required by law to be disclosed in the Shelf Registration Statement (the "Shelf Registration PeriodREQUISITE INFORMATION"). The Company shall be deemed not file prospectus supplements pursuant to have used its commercially reasonable best efforts Rule 424 under the Securities Act (or any successor provision thereto) to keep amend or supplement the Shelf Registration Statement effective to include in the Shelf Registration Statement the Requisite Information as to each Holder (and the Registrable Securities held by such Holder) that provides notice to the Company of the Requisite Information. The Company shall file such a prospectus supplement with the Commission no less than once every twenty Business Days if during such period the requisite period if it voluntarily takes Company receives notice from any action that would result Holder which includes the Requisite Information with respect to any such Holder. The Company shall provide each Holder a copy of such Prospectus as so amended or supplemented containing the Requisite Information within three Business Days of filing such Prospectus with the Commission in Holders order to permit such Holder to comply with the prospectus delivery requirements of the Securities covered thereby not being able Act in a timely manner with respect to offer any proposed disposition of such Holder's Registrable Securities. No Holder shall be entitled to use the Prospectus unless and sell until such Securities during that periodHolder shall have furnished the information required by this Section 2(b) in accordance with the first or second paragraph hereof and such information with respect to such Holder shall have been included in the Prospectus. If any information furnished to the Company by a Holder for inclusion in the Shelf Registration Statement or the Prospectus becomes materially misleading, unless such action is Holder agrees (i) to furnish promptly to the Company all information required by applicable law or to be disclosed in such Shelf Registration Statement in order to make the information previously furnished to the Company not materially misleading and (ii) taken by to stop selling or offering for sale Registrable Securities pursuant to the Company in good faith and for valid business reasons upon Shelf Registration Statement until such Holder's receipt of the occurrence copies of any event a supplemented or amended Prospectus as contemplated by Section 2(b)(v4(b)(xii) below, and the Company thereafter complies with the requirements of Section 2(h)hereof.
(c) The Company and each Investor that is not an officer or director of the Company or an affiliate or associate of an officer or director of the Company (the "OUTSIDE INVESTORS") agree that the Outside Investors will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2(a)(i) hereof and that it would not be possible to ascertain the extent of such damages. Accordingly, (i) if the Shelf Registration Statement has not been filed with the Commission by or on the Targeted Filing Date, the Company hereby agrees, as a sole remedy and as liquidated damages to the Outside Investors, to issue to each Outside Investor with respect to each Warrant held by such Outside Investor an additional warrant, with the same terms and conditions and exercise price as such Warrant, to purchase the number of shares of Common Stock equal to 50% of the number of Warrant Shares issuable upon exercise of such Warrant held by such Outside Investor (the "DAMAGES WARRANT"), and (ii) if the Shelf Registration Statement has not been filed with the Commission by or on the 45th day of after the Execution Date, the Company hereby agrees, as a sole remedy and as liquidated damages to the Outside Investors, to issue to each Outside Investor with respect to each Warrant held by such Outside Investor, an additional Damages Warrant, with the same terms and conditions and exercise price as such Warrant, to purchase the number of shares of Common Stock equal to 50% of the number of Warrant Shares issuable upon exercise of such Warrant held by such Outside Investor. No Damages Warrant shall be issued in respect of any Damages Warrant.
(d) Notwithstanding any other provisions of anything in this Agreement Section 2 to the contrary, if the Company shall cause furnish to the Investors a certificate signed by the President or Chief Executive Officer of the Company stating that the Company's Board of Directors has made the good faith determination (i) that the continued use by the Investors of the Shelf Registration Statement and the Prospectus and any amendment for purposes of effecting offers or supplement theretosales of Registrable Securities pursuant hereto would require, 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 under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the Shelf Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Commission and Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make in the statements therein, in light best interests of the circumstances under Company and (iii) that it is therefore essential to suspend the use by the Investors of the Shelf Registration Statement (and the Prospectus relating thereto), then the right of the Investors to use the Shelf Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the "SUSPENSION PERIOD") not greater than sixty (60) Business Days during any consecutive twelve (12) month period, which they were madeshall include no more than thirty (30) consecutive Business Days. During the Suspension Period, the Investors shall not misleadingoffer or sell any Registrable Securities pursuant to or in reliance upon the Shelf Registration Statement (or the Prospectus relating thereto). The Company agrees that, as promptly as possible, but in no event later than three (3) Business Days, after the consummation, abandonment or public disclosure of the event or transaction that caused the Company to suspend the use of the Shelf Registration Statement (and the Prospectus relating thereto) pursuant to this Section 2(d), the Company will lift any suspension, provide the Investors with revised Prospectuses, if required, and will notify the Investors of their ability to effect offers or sales of Registrable Securities pursuant to or in reliance upon the Shelf Registration Statement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digital Lifestyles Group Inc), Registration Rights Agreement (Digital Lifestyles Group Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, :
(i) as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the Closing Date) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended or any similar rule that may be adopted by the Commission (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such which Shelf Registration Statement unless such Holder agrees in writing shall provide for the registration and resales, on a continuous or delayed basis, of all Transfer Restricted Securities, held by Holders that have provided the information required pursuant to be bound by all the provisions terms of this Agreement applicable to such Holder.Section 2(b) hereof;
(bii) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act by the Commission not later than 210 days after the Closing Date (the “Effectiveness Target Date”); and
(iii) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 5(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales of Transfer Restricted Securities by the Holders thereof entitled, subject to Section 2(b), to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the relevant SecuritiesCommission promulgated thereunder as announced from time to time, for a period of two years (or for such longer period if extended pursuant to Section 2(h) belowthe “Effectiveness Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of:
(1) the sale of its effectiveness all of the Transfer Restricted Securities pursuant to the registration statement or Rule 144 under the Securities Act or any similar provision then in effect;
(2) such shorter period that will terminate when time as all of the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold and not held by Affiliates of the Company are, in the opinion of counsel for the Company, eligible for sale pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that or analogous rule) under the Holders thereof are not affiliates Securities Act; or
(3) the second anniversary of the Company (in any such case, such period being called issuance of the "Shelf Registration Period")Shares pursuant to the Purchase Agreement with the Initial Purchaser. 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 Effectiveness 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 at any time during that periodthe Effectiveness Period, unless such action is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of any event contemplated assets, and (y) permitted by Section 2(b)(v5(b)(ii) belowhereof.
(b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the Company thereafter complies related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the requirements Company’s securityholders (other than the Holders of Section 2(h)Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) Notwithstanding If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of this Agreement any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the contraryregistration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) 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, Statement or such 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 Act, 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 light of the circumstances under which they were made, ) not misleading.
(f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and Section 5(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) ten (10) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within ten (10) Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is 45 days after the date such post effective amendment is required by this clause to be filed;
(ii) provide such Holder copies of the any documents filed pursuant to Section 2(f)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 5(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.
Appears in 2 contracts
Samples: Resale Registration Rights Agreement (GeoMet, Inc.), Resale Registration Rights Agreement (GeoMet, Inc.)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") covering the offer and sale ), which Shelf Registration Statement shall provide for resales of the all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(as defined in Section 5 hereofii) by the Holders thereof from time use its reasonable 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 of 1933Commission as promptly as practicable, as amended but in no event later than 180 days after the date hereof (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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.and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the "Effectiveness Period") of:
(1) two years following the last date of original issuance of Debentures; or
(2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (iiz) not all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold.
(b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to contain any untrue statement this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 20th Business Days after receipt of a material fact request therefor (the "Questionnaire Deadline"), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.
Appears in 2 contracts
Samples: Indenture (Primus Telecommunications Group Inc), Resale Registration Rights Agreement (Primus Telecommunications Group Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Upon the request of Sponsor Stockholder from time to time, the Company shall, at its cost, prepare and, shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within (but i) 45 days in no event more than 90 the case of a Registration Statement on Form S-3 or (ii) 60 days after so required in the case of a Registration Statement on Form S-1) file, following the Lock-up Release Date, a Shelf Registration Statement (which shall be on Form S-3 if the Company is then S-3 Eligible) permitting the resale from time to time on a delayed or requested continuous basis pursuant to this Section 1) file with Rule 415 of the Securities Act by Sponsor Stockholder of the Registrable Securities, which shall be filed as an automatically effective Registration Statement if the Company is then eligible for such filing, and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to become effective (promptly and, in any event, no later than 60 days after such filing) and thereafter keep it effective (including by renewing or refiling upon expiration) until the expiration of the Shelf Period (as defined below). Thereafter, the Company shall, as promptly as reasonably practicable following the written request of Sponsor Stockholder for a resale of Registrable Securities (a “Takedown Request”), but no earlier than the Lock-up Release Date, file a prospectus supplement or an amendment (a “Takedown Prospectus Supplement”) to such Shelf Registration Statement filed under Rule 424 promulgated under the Securities Act as may be necessary to enable resales of the Registrable Securities pursuant to Sponsor Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article VI, use its reasonable best efforts to cause such Takedown Prospectus Supplement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act promptly after the filing thereof and, if required, to qualify under the “blue sky” laws of 1933such jurisdictions as Sponsor Stockholder or any underwriter reasonably requests. Each Takedown Request shall specify the Registrable Securities to be Registered, as amended (their aggregate amount, and the "Securities Act") (hereinafter, intended method or methods of distribution thereof. Sponsor Stockholder agrees to provide the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by Company with such information in connection with any Shelf Registration Statement unless such Holder agrees in writing or Takedown Request as may be reasonably requested by the Company to be bound by all ensure that any Shelf Registration Statement or Takedown Prospectus Supplement complies with the provisions requirements of this Agreement applicable to such Holderthe Securities Act.
(b) The Following the Lock-up Release Date, the Company shall use its commercially reasonable best efforts to keep the any Shelf Registration Statement filed pursuant to Section 6.01(a) continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Holders Sponsor Stockholder to effect an offering of the relevant Securities, for all or a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date portion of its effectiveness or Registrable Securities (such shorter period that will terminate when all offering, a “Shelf Take-Down”) until the Securities covered by the Shelf Registration Statement earlier of (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, date 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 which there are no longer any Registrable Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement such shorter period as Sponsor Stockholder may agree in writing (such period of a material fact or omit to state a material fact required to be stated therein or necessary to make effectiveness, the statements therein, in light of the circumstances under which they were made, not misleading“Shelf Period”).
Appears in 2 contracts
Samples: Stockholders Agreement (Amentum Holdings, Inc.), Stockholders Agreement (Amazon Holdco Inc.)
Shelf Registration. The Company shall take the following actions:
(a) The At such time as the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant is able to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) F-3 under the Securities Act (or any successor rule therefore)or similar form) for sales of Registrable Shares by a Holder, assuming for this purpose that at the Holders thereof are not affiliates request of one or more Holders, the Company shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Shares for which it receives requests in accordance with Section 2(a) (in any such case, such period being called the "“Shelf Registration Period"Registration”). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) three (3) years following the date on which such Registration Statement first becomes effective (but one (1) year if the Company is not able to continue to use Form F-3 under the Securities Act (or any successor or similar form)), (ii) the date on which all Registrable Shares covered by such Registration Statement have been sold, and the distribution contemplated thereby has been completed, (iii) the date on which all Registrable Shares covered by such Registration Statement have become freely saleable pursuant to Rule 144 without restriction or limitation on volume or manner of sale.
(b) The Registration Statement 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 sale pursuant to the Shelf Registration Statement effective during the requisite period if it voluntarily takes pursuant to this Section 3 may or may not be underwritten; provided, however, that (i) Holders may request any action that would result underwritten takedown only to be effected as a Demand Registration (in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodwhich event, unless such action is (iDemand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject to Section 2(b)) required by applicable law or (ii) taken by the Company Holders may request an unlimited number of underwritten takedowns to be effected in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies accordance with the requirements terms of Section 2(h)4.
(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 of Registrable Shares offering to each such Holder the opportunity to have any or all of the Registrable Shares held by such Holder included in such registration statement. Each Holder of Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in writing within fifteen (15) days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Shares so requested to be included therein.
(d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock.
(e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Section 3.
Appears in 2 contracts
Samples: Registration Rights Agreement (Globus Maritime LTD), Registration Rights Agreement (Globus Maritime LTD)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event more than 90 days after so required or requested pursuant to this Section 1i) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective filed as soon promptly as practicable practicable, but in any event not later than 30 days after the date hereof (the “Shelf Filing Deadline”), a registration statement on Form S-3 (the "“Shelf Registration Statement"”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) covering hereof (in the offer and sale of event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form; provided, that the Company shall undertake to register the Transfer Restricted Securities (on Form S-3 as defined in Section 5 hereof) by soon as such form is available, provided, further, that the Holders thereof from time to time in accordance with Company shall maintain the methods effectiveness of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, then in effect until such time as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such a Shelf Registration Statement unless such Holder agrees in writing on Form S-3 covering the Transfer Restricted Securities has been declared effective by the SEC);
(ii) use its reasonable efforts to cause the Shelf Registration Statement to be bound declared effective by all the provisions of this Agreement applicable to such Holder.
Commission not later than: (a) if the Shelf Registration Statement receives a “no-review” status from the Commission, 90 days after the date hereof, or (b) The Company shall if the Shelf Registration Statement is reviewed by the Commission, 120 days after the date hereof (the “Effectiveness Target Date”); and
(iii) subject to Section 4(b)(i) hereof, use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of the relevant SecuritiesTransfer Restricted Securities entitled, for a period of two years (or for such longer period if extended pursuant subject to Section 2(h) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore2(b), assuming for to the benefit of this purpose that the Holders thereof are not affiliates of the Company Agreement and (in any such case, such period being called 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 (iB) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time, for a period (the “Effectiveness Period”) until the earliest of:
(1) two years following the date hereof;
(2) the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto; or
(3) the date when all of the Transfer Restricted Securities are registered under the Shelf Registration Statement and disposed of in accordance with the Shelf Registration Statement.
(b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date five (5) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s security holders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within fifteen (15) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Holders or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Selling Securityholder Questionnaire to the Company at least five (5) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, within a reasonably practicable period of time after the date a Selling Securityholder Questionnaire is delivered, and in any event within the later of ten (10) Business Days after such date or ten (10) Business Days after the expiration of the Suspension Period (1) in effect when the Notice and Questionnaire is delivered or (2) put into effect within ten (10) Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Selling Securityholder Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause any such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is thirty (30) days after the date such post-effective amendment is filed; and
(ii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Selling Securityholder Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Selling Securityholder Questionnaire and shall take the actions set forth in clauses (i) and (ii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to contain any untrue statement ten (10) Business Days from the expiration of a material fact or omit Suspension Period (and the Company shall incur no obligation to state a material fact required to pay Liquidated Damages during such extension) if such Suspension Period shall be stated therein or necessary to make in effect on the statements thereinAmendment Effectiveness Deadline Date; and provided further, in light that after the date of effectiveness of the circumstances under which they Shelf Registration Statement, the Company shall not be obligated to file more than one post-effective amendment in any 60-day period (measured from the date any previous post-effective amendment has been filed, or in the case of the first post-effective amendment, the date the first Selling Securityholder Questionnaire is delivered to the Company after the date of effectiveness) for the purpose of naming Holders as selling securityholders who were made, not misleadingso named in the Shelf Registration Statement at the time of effectiveness.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ciphergen Biosystems Inc), Exchange and Redemption Agreement (Ciphergen Biosystems Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Subject to Section 3.4, upon request of one or more Demand Members on the date that is the earlier of (i) six months following the consummation of an IPO and (ii) January 1, 2013 (such date, the “Registration Trigger”), the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1x) shall file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable SEC a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of all of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) held by the Holders thereof Demand Members from time to time in accordance with the methods of distribution elected by such Demand Members and set forth in the Shelf Registration Statement and Rule 415 (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act of 1933, as amended (promptly as practicable after the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 Holderfiling thereof.
(b) The Subject to Section 3.4, the Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Holders Demand Members until the earlier of (i) the relevant Securities, for a period date as of two years (or for such longer period if extended which all Registrable Securities have been sold pursuant to Section 2(h) below) from the 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) may be sold pursuant to Rule 144(k) another registration statement filed under the Securities Act (or any successor rule therefore), assuming for this purpose that but in no event prior to the Holders thereof are not affiliates applicable period referred to in Section 4(3) of the Company (in any such case, such period being called 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 Act and sell such Securities during that period, unless such action is (iRule 174 thereunder) required by applicable law or and (ii) taken by the Company in good faith and for valid business reasons upon date as of which all of such Demand Members are permitted to sell their Registrable Securities without registration pursuant to Rule 144 under the occurrence Securities Act without volume limitation or other restrictions on transfer thereunder (such period of any event contemplated by Section 2(b)(v) beloweffectiveness, and the Company thereafter complies with the requirements of Section 2(h“Shelf Period”).
(c) Notwithstanding At any time that a Shelf Registration Statement covering Registrable Securities pursuant to this Section 3.1 is effective, if any Demand Member hereto delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that such Shareholder intends to effect an offering of all or part of the Registrable Securities included by such Shareholder on the Shelf Registration Statement (a “Shelf Offering”) and stating the dollar amount of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Offering as contemplated by the Shelf Take-Down Notice (taking into account, in the case of any underwritten public Shelf Offering, the inclusion of Other Securities by any other provisions Persons).
(d) The number of Shelf Offerings with respect to any Demand Member in any 12-month period shall not exceed one and the number of Shelf Offerings together with any Demand Registrations with respect to any Demand Member in any 12-month period shall not exceed two. A Demand Member shall not be entitled to initiate a Shelf Offering unless such Demand Member has requested to offer in such Shelf Offering either (i) together with all other Persons, Registrable Securities having an aggregate principal amount of at least $50,000,000 or (ii) all of the Registrable Securities then held by such Demand Member. The aggregate number of Shelf Registration Statements and Demand Registration Statements the Company shall be obligated to file under this Agreement shall not exceed ten (10), it being understood that the number of takedowns under any such Shelf Registration Statement shall be unlimited. No Shelf Offering shall be required to be made by the contraryCompany for any Demand Member if it is within six (6) months of another registration that included such Demand Member’s Registrable Securities.
(e) A Demand Member may withdraw its Registrable Securities from a Shelf Offering at any time by providing the Company with written notice. Upon receipt of such written notice, the Company shall cause cease all efforts to secure registration, so long as all other Demand Members have similarly withdrawn their Registrable Securities from the Shelf Offering; provided, however, that such a withdrawn registration shall nonetheless be deemed a Shelf Offering for all purposes hereunder unless (i) the withdrawal is made following the occurrence of a Material Adverse Change not known to such Demand Member at the time of the Shelf-Take Down Notice, (ii) the withdrawal is made because the registration would require the Company to make an Adverse Disclosure or (iii) the Demand Member requesting the withdrawal has paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in the preparation, filing and processing of the registration withdrawn with respect to such withdrawing Demand Member.
(f) The Company shall, from time to time, supplement and amend the Shelf Registration Statement and if required by the Prospectus and any amendment Securities Act, including the rules, regulations or supplement thereto, as of instructions applicable to the effective date of registration form used by the Company for such Shelf Registration Statement.
(g) If an underwritten public Shelf Offering is subject to an Offering Limitation, amendment or supplement, then there shall be included in such offering: (i) first, the dollar amount of Registrable Securities requested to comply be included in all material respects with such registration by the applicable requirements one or more Demand Members, and such dollar amount of securities shall be allocated for inclusion pro rata and without priority among the Demand Members on the basis of the Securities Act and the rules and regulations dollar amount of such securities of the Commission and Company owned by each such Demand Member, (ii) second, the dollar amount of Registrable Securities requested to be included in such registration by the Company that in the opinion of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clause (i) above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (ii), and (iii) third, the dollar amount of any Other Securities requested to be included therein by the holders thereof that in the opinion of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clauses (i) or (ii) above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (iii), and such dollar amount of securities shall be allocated for inclusion pro rata and without priority among the holders of all such securities on the basis of the dollar amount of such securities of the Company owned by each such holder.
(h) In connection with an underwritten public Shelf Offering, the Company shall have the right to select one or more nationally recognized underwriters as the lead or managing underwriters of such Shelf Offering, who shall be reasonably acceptable to the Demand Members, and the Demand Members shall have the right to select one or more nationally recognized co-managers (which, for avoidance of doubt, shall not be named or function as lead underwriters or as bookrunners, or otherwise appear on the left-hand side of the cover of any prospectus, prospectus supplement, offering circular or other similar document, with respect to contain such Shelf Offering) of such Shelf Offering, who shall be reasonably acceptable to the Company. In connection with any untrue statement of such underwritten public Shelf Offering, the Demand Members and the Company agree that they will each enter into a material fact or omit customary underwriting agreement with the underwriters selected pursuant to state a material fact the preceding sentence, such underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Demand Members and the underwriters (it being understood that no Demand Member shall be required to be stated therein or necessary make any representations and warranties other than with respect to make the statements thereinitself, in light its ownership of the circumstances Registrable Securities and its intended method of distribution thereof and shall not be required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such underwritten Shelf Offering, and any such indemnity shall be limited in amount to the net proceeds of such Shelf Offering actually received by such Demand Member). The Demand Members and the Company agree that all decisions under which they were made, not misleadingthis Section 3.1 regarding whether an Offering Limitation is necessary (and any related determinations pursuant to clause (ii) or (iii) of Section 3.1(g)) shall be made in the sole discretion of the managing or lead underwriter(s) selected by the Company.
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholder Agreement (Chrysler Group LLC)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 60 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) 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 effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) such action is (i) required by applicable law or (ii) upon the occurrence of any event contemplated by paragraph 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section paragraph 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus 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 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 (Human Genome Sciences Inc), Registration Rights Agreement (Human Genome Sciences Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the date hereof) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to: (i) the offer and sale resale of the Transfer Restricted Securities Warrants; (as defined in Section 5 hereofii) the issuance by the Holders thereof Company of the Common Stock upon exercise of the Warrants; and (iii) the offer and resale of the Common Stock issued or issuable upon exercise of the Warrants (the "TRANSFER RESTRICTED SECURITIES") 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 of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersConexant) shall be entitled to have the Securities held by it covered by such the Shelf Registration Statement unless such the Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such the 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 (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, Securities for a period beginning from the date of two years its effectiveness and ending on June 27, 2013 (or for such longer period if extended pursuant to Section 2(h)) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule therefore)thereof) and, assuming for this purpose that the Holders thereof are if Conexant is a Holder, it is not affiliates then an affiliate of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF 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 the Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below), and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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: Warrant Agreement (Mindspeed Technologies Inc), Warrant Agreement (Mindspeed Technologies Inc)
Shelf Registration. The Company and the Guarantor, as applicable, shall take the following actions:
(a) The Company shallCompany, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant the Trust and the Guarantor shall use their reasonable efforts to this Section 1) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") not later than August 14, 2003, the date 90 days after the earliest date of original issuance of any of the Notes, and thereafter shall use its commercially their reasonable best efforts to cause to be declared effective as soon promptly as practicable a registration statement on Form S-3 but in no event later than November 12, 2003, the date 180 days after the earliest date of original issuance of any of the Notes (the "Shelf Registration StatementEFFECTIVENESS TARGET DATE"), a shelf registration statement or statements or an amendment to an existing shelf registration statement or statements (each a "SHELF REGISTRATION STATEMENT") covering on such form or forms under the Securities Act of 1933, as amended (the "SECURITIES ACT") as the Company, the Trust and the Guarantor deem appropriate relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereofherein) 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasers) 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 Subject to Section 2(c) hereof, the Company, the Trust and the Guarantor shall use its commercially their reasonable best efforts to keep the each Shelf Registration Statement continuously effective in order to permit the related prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period until the earliest of two years the date one year (or for such longer period if extended pursuant to Section 2(h2(i) below) from the last date of its effectiveness or such shorter period that will terminate original issuance of any of the Notes and the date when all the Transfer Restricted Securities covered by the such Shelf Registration Statement and owned by Holders that complete and deliver in a timely manner the Notice and Questionnaire (ias defined herein) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company such Shelf Registration Statement (in any such case, such period being called the "Shelf Registration PeriodSHELF 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions provision of this Agreement to the contrary, the Company Company, the Trust and the Guarantor shall cause the each Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the such 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) The Company shall deliver a notice of registration statement and selling securityholder notice and questionnaire, in substantially the form attached as Annex A to the Offering Memorandum (a "NOTICE AND QUESTIONNAIRE"), to each Holder to obtain certain information regarding such Holder for use in connection with a Shelf Registration Statement and the related prospectus. To be named as a selling securityholder in a Shelf Registration Statement and the related prospectus at the time of such Shelf Registration Statement's effectiveness, Holders must complete and deliver to the Company the completed Notice and Questionnaire at least three (3) Business Days prior to the intended distribution of Transfer Restricted Securities pursuant to such Shelf Registration Statement. Thereafter, any Holder wishing to sell Transfer Restricted Securities pursuant to any Shelf Registration Statement and the related prospectus shall deliver a properly completed Notice and Questionnaire to the Company. From and after the date a Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable but in any event within five (5) Business Days of receipt of a properly completed Notice and Questionnaire is delivered (i) if required by applicable law, file with the Commission a post-effective amendment to such Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company, the Trust and the Guarantor shall file a post-effective amendment to such Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed and (ii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above; provided, however, notwithstanding the foregoing, if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 2(c)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i) and (ii) above upon expiration of the Deferral Period in accordance with Section 2(b). Each Holder that delivers, at any time, a duly completed Notice and Questionnaire together with such other information as may be reasonably requested of such Holder pursuant to this Agreement, and that is named as a selling securityholder in an effective Shelf Registration Statement or post-effective amendment thereto, is hereafter referred to as a "NOTICE HOLDER" with respect to such Shelf Registration Statement. Notwithstanding anything contained herein to the contrary, (x) the Company, the Trust and the Guarantor shall be under no obligation to name any Holder as a selling securityholder in any Shelf Registration Statement or related prospectus unless and until such Holder shall have timely delivered a completed Notice and Questionnaire, together with such other information regarding such Holder and the intended distribution as may be reasonably requested by the Company and (y) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) days from the expiration of a Deferral Period (and the Company, the Trust and the Guarantor shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date; and provided further, however, that the Company, the Trust and the Guarantor shall not be obligated to file more than one (1) post-effective amendment or supplement in any thirty (30) day period following the date the applicable Shelf Registration Statement is declared effective for the purpose of naming Holders as selling securityholders who were not named in such Shelf Registration Statement at the time of effectiveness. Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to any Shelf Registration Statement and related prospectus, it will do so only in accordance with this Section 1(d) and Section 2(c) hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Starwood Hotel & Resorts Worldwide Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as As promptly as practicable (but in no event more later than 90 days 60 days) after so required or requested pursuant the Company becomes eligible to this Section 1) effect a registration on Form S-3 (and provided that the Company is eligible to effect such registration at such time), the Company shall file with the SEC a Shelf Registration Statement providing for the registration and sale of all of the Registrable Securities by the Holders and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended soon as reasonably practicable thereafter (provided that the "Securities Act") (hereinafter, the "Shelf Registration"Company is eligible to effect such registration at such time); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 Subject to the Company being eligible to do so under the Securities Act, the Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the earlier of (i) the date as of which all Common Shares held by all Holders are no longer Registrable Securities and (ii) the date as of the relevant Securities, for a period of two years (or for such longer period if extended which all Registrable Securities have been sold pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have or another Registration Statement has been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) filed under the Securities Act (or any successor rule thereforebut in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) (such period of effectiveness, the “Shelf Period”). Subject to Section 2.2(c), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall not be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Period if it the Company voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Securities Shelf Registration Statement during that periodthe Shelf Period, unless such action or omission is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Law.
(c) Notwithstanding The Company shall be entitled to postpone (but not more than once in any six-month period), for a reasonable period of time, together with any postponement under Section 2.1(e), not in excess of 60 days (and not for periods exceeding, in the aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Shelf Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in their good faith judgment, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain, if requested by the Holders’ Representative (and subject to their entering into a customary confidentiality obligation as to such information), a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the anticipated delay.
(d) Upon a written request from any Holder (an “Initiating Holder”) to effect an offering under the Shelf Registration Statement (a “Takedown”), provided that the Company is eligible to utilize such Registration Statement at such time, the Company will, as soon as practicable, (x) deliver a written notice relating to the proposed Takedown to all other Holders and (y) promptly (and in any event not later than twenty days after receiving such Initiating Holder’s request) supplement the Prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included in such Takedown by any other provisions Holders who notify the Company in writing within ten business days after receipt of such written notice from the Company. If the Company and/or the holders of any Other Securities request inclusion of Other Securities in a Takedown, such Other Securities shall be included in the Takedown if, and only if, inclusion of such Other Securities would not be reasonably likely to delay in any material respect the timely effectuation of the Takedown or the sale of Registrable Securities pursuant to the Takedown. In the case of a request for or effectuation of a Takedown, all references in this Agreement to the contrary, effective date of a Registration Statement shall be deemed to refer to the Company date of pricing of such Takedown and all references to registration shall cause be deemed to refer to the Takedown.
(e) If any of the Registrable Securities to be sold pursuant to a Shelf Registration Statement are to be sold in a firm commitment underwritten offering, and the Prospectus and managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any amendment or supplement thereto, as of the effective date of the Shelf Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, amendment exceeds the total number or supplementdollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:
(i) to comply first, the Registrable Securities for which inclusion in all material respects with such underwritten offering requested by the applicable requirements Holders, pro rata (if applicable), based on the number of the Registrable Securities Act and the rules and regulations of the Commission and Beneficially Owned by each such Holder; and
(ii) not to contain second, among any untrue statement holders of a material fact or omit to state a material fact required to be stated therein or necessary to make Other Securities, pro rata, based on the statements therein, in light number of the circumstances under which they were made, not misleadingOther Securities Beneficially Owned by each such holder of Other Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Syncora Holdings LTD)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement for an offering to be made on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time a continuous basis pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafterincluding any documents incorporated by reference therein, the "“Shelf Registration"Registration Statement”); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) which Shelf Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use commercially reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that it (the "Prospectus"A) to be lawfully delivered is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act for a period (the “Effectiveness Period”) ending on the earliest of:
(1) the date when the Holders of two years the Transfer Restricted Securities (including any Securities reissued or for such longer period if extended resold by the Issuer pursuant to Section 2(hthe terms of the Indenture) below) from that are not affiliates of the date Issuer are able to sell all Transfer Restricted Securities immediately without volume, manner 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) may be sold pursuant to sale, filing and others restriction under Rule 144(k) under the Securities Act Act; or
(2) the date when all Transfer Restricted Securities (including any Securities reissued or any successor rule therefore), assuming for this purpose that resold by the Holders thereof are not affiliates Issuer pursuant to the terms of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep Indenture) are registered under the Shelf Registration Statement effective during and sold pursuant thereto; and
(3) the requisite period if it voluntarily takes date when all Transfer Restricted Securities (including 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 (i) required by applicable law reissued or (ii) taken resold by the Company in good faith Issuer pursuant to the terms of the Indenture) have ceased to be outstanding (whether as a result of repurchase and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) belowcancellation, and the Company thereafter complies with the requirements of Section 2(hconversion or otherwise).
(cb) Notwithstanding any other provisions To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this Agreement, each Holder shall complete the Selling Securityholder Notice and Questionnaire, the form of this Agreement which is contained in Annex A to the contraryOffering Memorandum relating to the Securities (the “Questionnaire”). The Issuer shall mail the Questionnaire to each Holder not less than 20 Business Days (but not more than 40 Business Days) prior to the time the Issuer intends in good faith to have the Shelf Registration Statement declared effective by the Commission. Holders are required to complete and deliver the Questionnaire to the Issuer within 10 days prior to the effectiveness of the Registration Statement (the “Questionnaire Deadline”) in order to be named as selling securityholders in the Prospectus at the time that the Shelf Registration Statement is declared effective. Upon receipt of a Questionnaire from a Holder on or prior to the Questionnaire Deadline, the Company Issuer shall cause include such Holder’s Transfer Restricted Securities in the Shelf Registration Statement and the Prospectus. In addition, promptly upon the request of a Holder given to the Issuer at any time, the Issuer shall deliver a Questionnaire to such Holder. Any Holder that does not complete and deliver a Questionnaire prior to the Questionnaire Deadline may not be named as a selling securityholder in the Shelf Registration Statement at the time that it is declared effective. Upon receipt of a completed Questionnaire from a Holder who did not complete and deliver a Questionnaire prior to the Questionnaire Deadline, the Issuer shall, within 20 Business Days of such receipt, file such amendments to the Shelf Registration Statement or supplements to a related Prospectus and any as are necessary to permit such Holder to deliver such Prospectus to transferees of Transfer Restricted Securities; provided, that the Issuer shall not be obligated to file more than one amendment or supplement thereto, as for all such Holders in any one fiscal quarter unless the aggregate principal amount of all Transfer Restricted Securities requested to be included in such amendment or supplement by all such Holders exceeds $10,000,000. The Issuer will give notice to all Holders of the effective date effectiveness of the Shelf Registration StatementStatement by issuing a press release.
(c) Upon receipt of written request for additional information from the Issuer, amendment or supplementeach Holder who intends to be named as a selling securityholder in the Shelf Registration Statement shall furnish to the Issuer in writing, (i) to comply within 20 Business Days after such Holder’s receipt of such request, such additional information regarding such Holder and the proposed distribution by such Holder of its Transfer Restricted Securities, in all material respects connection with the applicable requirements Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities law, as the Issuer may reasonably request. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the Securities Act and requirements set forth in this paragraph regarding their obligation to provide the rules and regulations of information requested pursuant to this Section 2. Each Holder as to which the Commission and (ii) not Shelf Registration Statement is being effected agrees to contain any untrue statement of a material fact or omit furnish promptly to state a material fact the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Dobson Communications Corp)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall:
(i) not later than December 31, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission 2005 (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use its reasonable best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission not later than March 31, 2006 (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders entitled to the benefit of the relevant Securities, for a period of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time, for a period (the “Effectiveness Period”) until the earliest of:
(1) the date when the Holders (other than Holders that are Affiliates of the Company) are able to sell all Transfer Restricted Securities immediately without restriction pursuant to the provisions of Rule 144(k) under the Securities Act or any similar provision then in effect; or
(2) the date when all of the Transfer Restricted Securities are sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any similar provision then in effect.
(b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date eight (8) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than Holders) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to, as promptly as is practicable, obtain the withdrawal of any order suspending the effectiveness thereof, and in any event shall, to the extent necessary, within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Placement Agents or by the Trustee on behalf of the Holders covered by such Shelf Registration Statement.
(e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) fifteen (15) Business Days after such date or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date (each such date described in (x) and (y) above, the “Amendment Filing Target Date”):
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post effective amendment is required by this clause to be filed;
(ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) not the Amendment Effectiveness Deadline Date shall be extended by up to contain any untrue statement ten (10) Business Days from the expiration of a material fact or omit Suspension Period (and the Company shall incur no obligation to state a material fact required to pay Additional Interest during such extension) if such Suspension Period shall be stated therein or necessary to make in effect on the statements therein, in light of the circumstances under which they were made, not misleadingAmendment Effectiveness Deadline Date.
Appears in 1 contract
Shelf Registration. The In the event that (i) the Company reasonably determines, 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 the staff of the SEC, (ii) the Exchange Offer is not consummated within 180 days after the Issue Date or (iii) upon the request of any Initial Purchaser with respect to any Registrable Notes or Registrable Warrants held by it, if such Initial Purchaser is not 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 Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii) or (iii) 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 Company shall take promptly notify the following actions:
(a) The Company Holders thereof and shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 60 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and all of the Registrable Warrants, and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale practicable. No Holder of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registrable Notes or Registrable Warrants shall be entitled to have the Securities held by it covered by such include any of its Registrable Notes or Registrable Warrants 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 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 commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit and the prospectus included therein Prospectus usable for resales for the earlier of: (a) the "Prospectus"Rule 144(k) to be lawfully delivered by the Holders Period or (b) such time as all of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all 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 Notes (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Effectiveness Period"). The Company shall not permit any securities other than (i) the Company's issued and outstanding securities currently possessing incidental registration rights (ii) Registrable Notes and (iii) Registrable Warrants, to be deemed not to have used its commercially 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence copies of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes and Registrable Warrants. 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 Notes or Registrable Warrants 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 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 (Eop Operating LTD Partnership)
Shelf Registration. The If, because of any change in law or in the ------------------ applicable interpretations of the staff of the SEC, the Company and the Trust are not permitted to effect the Exchange Offer on the terms set forth herein, or if for any reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or (1) upon the request of the Initial Purchasers, (2) if the Company shall take receive an opinion of Xxxxxxx Xxxx & Xxxxxxxxx or other counsel experienced in such matters to the following actions:
effect that there is more than an insubstantial risk that consummation of the Exchange Offer would result in interest payable to the Trust on the Subordinated Debentures being not deductible by the Company for United States federal income tax purposes, or (3) if in the reasonable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx or other counsel experienced in such matters, pursuant to applicable law or applicable interpretations of the staff of the SEC, the Initial Purchasers are not permitted to participate in the Exchange Offer and thereby receive securities that are freely transferrable without restriction under the Securities Act and applicable blue sky or state securities laws (each such event being a "Shelf Registration Event" and the date of occurrence thereof, the ------------------------ "Shelf Registration Event Date"), then in addition to or in lieu of effecting ----------------------------- the registration of the Exchange Securities pursuant to the Exchange Offer Registration Statement, the Administrative Trustees (as that term is defined in the Declaration) on behalf of the Trust will (x) promptly deliver to the holders and the Delaware Trustee (as that term is defined in the Declaration) written notice thereof and (y) at the Company's sole expense, (a) The Company shall, at its cost, prepare and, as promptly as practicable practicable, file a shelf registration covering resales of the Registrable Securities, (but in no event more than 90 days after so required or requested pursuant to this Section 1b) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially their reasonable best efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 under the Securities Act and (the "Shelf Registration Statement"c) covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time use their reasonable best efforts to time in accordance with the methods of distribution set forth in keep effective the Shelf Registration Statement and Rule 415 under until the Securities Act earlier of 1933, as amended three years after the Issue Date (six months in the "Securities Act") (hereinafter, case of a Shelf Registration Statement filed at the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than request of the Initial Purchasers) or such time as all of the Registrable Securities have been sold thereunder or otherwise cease to be Registrable Securities ("Effectiveness ------------- Period"). The Company will, in the event that a Shelf Registration Statement is ------ filed, provide to each Holder a copy of the prospectus that is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement for the Registrable Securities has become effective and take certain other actions as are required to permit unrestricted resales of the Registrable Securities. No Holder 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) The Holder and furnishes to the Company shall use its commercially reasonable best efforts to keep and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel, reasonably request for inclusion in any Shelf Registration Statement continuously effective in order or Prospectus included therein. Each Holder as to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the which any Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant is being effected agrees to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of furnish to the Company (in any and the Trust all information with respect to such case, Holder necessary to make the information previously furnished to the Company by such period being called the "Shelf Registration Period")Holder not materially misleading. The Company and the Trust shall not permit any securities other than Registrable Securities to be deemed not to have used its commercially reasonable best efforts to keep included in 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 (i) required by applicable law or (ii) taken by the Registration. The Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement Trust further agree, if necessary, to the contrary, the Company shall cause the Shelf Registration Statement and the 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 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 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 (Renaissancere Holdings LTD)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (any appropriate form under the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time Act pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933(together with any amendments thereto, as amended (the "Securities Act") (hereinafterand including any documents incorporated by reference therein, the "“Shelf Registration"Registration Statement”); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) which Shelf Registration Statement shall be entitled provide for resales from time to have the time of all Transfer Restricted Securities held by it covered by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof (each such holder a “Notice Holder”);
(ii) use its reasonable best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as is practicable, but in no event later than 180 days after the date hereof (the “Effectiveness Target Date”); and
(biii) 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 (the "Prospectus") to be lawfully delivered effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Notice Holders of Transfer Restricted Securities entitled to the relevant Securities, benefit of this Agreement and (B) it conforms with the requirements of this Agreement and the Securities Act for a period (the “Effectiveness Period”) following the effectiveness of the Shelf Registration Statement until the earlier of:
(1) two years (or for such longer period if extended pursuant to Section 2(h) below) from following the last date of its effectiveness or original issuance of any of the CODES; or
(2) such shorter period that will terminate upon the earliest of when (x) all of the Holders of Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)thereto, assuming for this purpose that (y) all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) and (z) all Transfer Restricted Securities are registered under the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"Statement and have been transferred pursuant to such Shelf Registration Statement or Rule 144 under the Securities Act or any other successor provision.
(b) To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this Agreement, each Holder shall complete the Selling Securityholder Notice and Questionnaire, the form of which is contained in Annex A to the Offering Memorandum relating to the CODES (the “Questionnaire”). The Company shall be deemed mail the Questionnaire to all Holders of Transfer Restricted Securities at least 20 Business Days (but not more than 40 Business Days) prior to the time the Company intends in good faith to have used its commercially reasonable best efforts to keep the Shelf Registration Statement declared effective during by the requisite period if it voluntarily takes any action that would result Commission. In order to have its Transfer Restricted Securities included in Holders the Shelf Registration Statement, a Holder must complete and return the Questionnaire within 20 Business Days of Securities covered thereby not being able the date of the Questionnaire. Upon receipt of a written request for additional information from the Company, each Holder who intends to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by be named as a selling securityholder in the Shelf Registration Statement shall furnish to the Company in good faith and for valid business reasons upon the occurrence writing, within 20 Business Days after such Holder’s receipt of any event contemplated by Section 2(b)(v) belowsuch request, such additional information regarding such Holder and the Company thereafter complies proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the requirements Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein and in any application to be filed with or under state securities law, as the Company may reasonably request. In connection with all such requests for information from Holders of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contraryTransfer Restricted Securities, the Company shall cause notify such Holders of the requirements set forth in this paragraph regarding their obligation to provide the information requested pursuant to this Section. Holders who have not delivered a Questionnaire prior to the effectiveness of the Shelf Registration Statement and will not have their Transfer Restricted Securities included in the Prospectus and any amendment or supplement theretoShelf Registration Statement, as but may receive a Questionnaire from the Company upon request. Upon receipt of such a completed Questionnaire from a Holder following the effective date effectiveness of the Shelf Registration Statement, the Company shall, as promptly as reasonably practicable, and in any event within 20 Business Days after the date of such receipt, file with the Commission such pre-effective or post-effective amendments to the Shelf Registration Statement or supplements to a related Prospectus as are necessary to permit such Holder to be named as a selling securityholder in such Prospectus and to transfer its Transfer Restricted Securities pursuant to the Shelf Registration Statement; provided, however, that the Company shall not be obligated to file more than one such amendment or supplement, (i) supplement for all such Holders during one fiscal quarter. Each Holder as to comply in which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company 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 information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements thereinCompany by such Holder not materially misleading. Each Notice Holder shall notify the Company not later than three Business Days prior to any proposed sale by such Holder pursuant to the Shelf Registration Statement, in light of the circumstances under which they were made, not misleadingnotice shall be effective for five Business Days.
Appears in 1 contract
Samples: Registration Rights Agreement (CSG Systems International Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission first date of original issuance of the debentures (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use commercially reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions Commission not later than 210 days after the first date of this Agreement applicable to such Holder.original issuance (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of the relevant SecuritiesTransfer Restricted Securities entitled, for a period of two years (or for such longer period if extended pursuant subject to Section 2(h) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore2(b), assuming for to the benefit of this purpose that the Holders thereof are not affiliates of the Company Agreement and (in any such case, such period being called 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 (iB) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time, for a period (the “Effectiveness Period”) until the earliest of:
(A) two years following the last date of original issuance of any of the Debentures; (B) the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer
(B) Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act; or
(C) the date when all of the Transfer Restricted Securities have been sold either pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any similar provision then in force.
(b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event on or before the later of (x) thirty (30) Business Days after such delivery date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within thirty (30) Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is sixty (60) days after the date such post effective amendment is required by this clause to be filed:
(ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall not be under any obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) not the Amendment Effectiveness Deadline Date shall be extended by up to contain any untrue statement ten (10) Business Days from the expiration of a material fact or omit Suspension Period (and the Company shall not incur any obligation to state a material fact required to pay Additional Interest during such extension) if such Suspension Period shall be stated therein or necessary to make in effect on the statements therein, in light of the circumstances under which they were made, not misleadingAmendment Effectiveness Deadline Date.
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Tower Automotive Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more not later than 90 days after so required or requested pursuant to this Section 1following the date of original issuance of the Initial Securities (the "ISSUE DATE") file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable not later than 210 days after the Issue Date a registration statement on Form S-3 (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the Initial PurchasersPurchaser) 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 (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h2(i) below) from the date of its effectiveness 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) may are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof, without limitations under clauses (c), (e), (f) or (h) of Rule 144 under the Securities Act or any successor provisions thereof, assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF 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 (i) required by applicable law or the rules, regulations and policies of the Commission or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event as contemplated by Section 2(b)(v2(c)(v) below, and the Company thereafter complies with the requirements of Section 2(h2(i).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 (Navistar International Corp)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare andCompany, as promptly as practicable (practicable, but in no event more not later than 90 60 days after so required or requested following the date on which the original Securities were sold to the Initial Purchaser pursuant to this Section 1) the Purchase Agreement (the "Issue Date"), shall file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 120 days following the Issue Date a shelf registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act of 1933Statement; provided, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVERhowever, that no Holder (other of Securities(other than the Initial PurchasersPurchaser) 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.
(ba) 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 (the "Prospectus") forming part thereof to be lawfully delivered usable by Holders until the Holders earlier of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) such time as all warrants have been sold pursuant thereto or exercised and (ii) may be sold the second anniversary of the Issue Date, subject to extension pursuant to Rule 144(kthis Section 1(a) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 exercise, offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) law; provided, however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons upon (not including avoidance of its obligations hereunder), including, without limitation, the occurrence acquisition or divestiture of any event contemplated by Section 2(b)(v) belowassets, and so long 676304.2 as the Company within 120 days thereafter complies with the requirements of Section 2(h)2(g) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for the exercise, offer and sale of 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 Securities and shall end on the date when each Holder of Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated (the "Prospectus Supplement," together with the Shelf Registration Statement, the "Registration Statement") by Section 2(g) 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 Shelf Registration Period shall be extended by the number of days included in each such Suspension Period.
(cb) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and any amendment thereto and the Prospectus and any amendment or supplement thereto, as of Supplement thereto relating to the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply Securities 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 any Shelf Registration Statement and any amendment thereto and such Prospectus Supplement (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, 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 Prospectus Supplement (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: Warrant and Warrant Share Registration Rights Agreement (Ampex Corp /De/)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, :
(i) as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the Closing Date) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended or any similar rule that may be adopted by the Commission (the "Securities Act") (hereinafter“Shelf Registration Statement”), which Shelf Registration Statement shall provide for the "Shelf Registration"); PROVIDEDregistration and resales, HOWEVERon a continuous or delayed basis, that no Holder (other than the Initial Purchasers) shall be entitled to have the of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use its reasonable best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective under the Securities Act by all the provisions of this Agreement applicable to such Holder.Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to Section 2(b), to the relevant Securitiesbenefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period of two years (or for such longer period if extended pursuant to Section 2(h) belowthe “Effectiveness Period”) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement is declared effective by the Commission until the earliest of:
(i1) have been sold pursuant thereto or (ii) may be sold pursuant the expiration of the holding period applicable to the Transfer Restricted Securities held by non-affiliates of the Company under Rule 144(k) under the Securities Act; or
(2) the date when all of the Transfer Restricted Securities have been sold either pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act (or any successor rule therefore)similar provision then in force, assuming for this purpose that the Holders thereof are not affiliates or otherwise cease to be outstanding (whether as a result of the Company redemption, repurchase, cancellation, conversion (in any such case, such period being called the "Shelf Registration Period"case of a Note only) or otherwise). 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 Effectiveness 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 Securities at any time during that periodthe Effectiveness Period, unless such action is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including the acquisition or divestiture of any event contemplated assets, and (y) permitted by Section 2(b)(v4(b)(ii) belowhereof.
(b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date fifteen (15) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law, and the Company thereafter complies each such Holder shall be required to deliver a Prospectus to purchasers in accordance with the requirements Securities Act. None of Section 2(h)the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) Notwithstanding If the Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of this Agreement any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the contraryregistration form used by the Company for such Shelf Registration Statement, if required by the Securities Act.
(e) 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, Statement or such 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 Act, 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 light of the circumstances under which they were made, ) not misleading.
(f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least fifteen (15) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) fifteen (15) Business Days after such date (but no earlier than fifteen (15) Business Days after effectiveness) or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is sixty (60) days after the date such post effective amendment is required by this clause to be filed;
(ii) provide such Holder copies of the any documents filed pursuant to Section 2(f)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus; (ii) the Amendment Effectiveness Deadline Date shall be extended by up to fifteen (15) Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date; and (iii) the Company shall not be obligated to file more than one post-effective amendment to the Shelf Registration Statement for all Holders during one three-month period.
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Barnes Group Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its costno later than 135 calendar days following the Closing Time, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 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 and, thereafter, shall use its reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable and in any event no later than 180 calendar days following the Closing Time; provided, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 is an Electing Holder.
(b) The Company shall use its commercially reasonable best efforts efforts:
(i) to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders of the relevant Securities, for a period of two years earliest of: (or for such longer period if extended pursuant to Section 2(hA) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto in accordance with the Shelf Registration Statement; (B) the date when the Holders are able to sell or (ii) may be sold transfer to the public all Registrable Securities immediately without restriction pursuant to Rule 144(k) under 144 of the Securities Act (Act, or any successor rule therefore), thereto (assuming for this purpose the purposes hereof that the Holders thereof are not affiliates Affiliates of the Company Company); and (in any such case, C) two years after the last day of original issuance of the Securities (the “Effective Date”) (such period being called referred to herein as 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 Registration Period if it the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (i1) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section 2(h)3(j) below or (2) permitted pursuant to Section 2(c) below;
(ii) after the Effective Time, promptly upon the request of any Holder that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement as contemplated by Section 3(a)(ii) hereof; provided, however, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof; and
(iii) if at any time the Securities, pursuant to Article XII of the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such securities to be included in the Shelf Registration Statement no later than the date on which the Securities may then be convertible into such securities.
(c) Notwithstanding The Company may suspend the use of the Prospectus for a period not to exceed 45 days in any other provisions 90-day period or an aggregate of this Agreement to 90 days in any 365-day period if the contrary, Board of Directors of the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as have determined in good faith that because of valid business reasons (not including avoidance of the effective date Company’s obligations hereunder), including the acquisition or divestiture of the Shelf Registration Statementassets, amendment or supplementpending corporate developments, (i) to comply in all material respects public filings 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 to make similar events, it is in the statements therein, in light best interests of the circumstances under Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which they were made, notice need not misleadingspecify the nature of the event giving rise to such suspension.
Appears in 1 contract
Samples: Registration Rights Agreement (Boston Private Financial Holdings Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the first date of original issuance of the Initial Securities) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 or such other form as the Company may be permitted to use (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates (as defined in Rule 144(a)(1) under the Securities Act) of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) or Section 2(b)(vi) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") covering the offer and sale ), which Shelf Registration Statement shall provide for resales of the all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(as defined in Section 5 hereofii) 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 of 1933Commission as promptly as practicable, as amended but in no event later than 150 days after the date hereof (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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.and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the "Effectiveness Period") of:
(1) two years following the last date of original issuance of Notes; or
(2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (iiz) not all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold.
(b) No Holder may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to contain any untrue statement this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 20th Business Day after receipt of a material fact request therefor (the "Questionnaire Deadline"), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit to state a material fact required the Prospectus or preliminary Prospectus included therein and in any application to be stated therein filed with or necessary to make under state securities laws. In connection with all such requests for information from Holders, the statements therein, in light Issuer shall notify such Holders of the circumstances under which they were made, not misleadingrequirements set forth in the preceding sentence. No Holder shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline.
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Vertex Pharmaceuticals Inc / Ma)
Shelf Registration. The Company (a) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Operating Partnership is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not consummated within 180 days after the original issue of the Registrable Securities, or (iii) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer (other than due solely to the status of such holder as an affiliate of the Operating Partnership within the meaning of the 1933 Act or as a broker dealer), then in case of each of clauses (i) through (iii) the Operating Partnership shall take (x) promptly deliver to the following actionsholders written notice thereof and (y) at the Operating Partnership's sole expense:
(ab) The Company shall, at its cost, prepare and, as As promptly as practicable practicable, (but in no event more than 90 60 days after so required or requested pursuant to this Section 1Agreement) file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(bc) 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 (the "Prospectus") 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 2(h) below) from the date of its effectiveness 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 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 and sell such Securities during that period, unless such action is (i) the extent required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies to permit dealers to comply with the applicable prospectus delivery requirements of Section 2(h)Rule 174 under the 1933 Act and as otherwise provided herein.
(cd) 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 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 thereintherein 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, in light of the circumstances under which they were made, not misleading. 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 agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Operating Partnership in writing within 15 days after receipt of a request therefor, such information as the Operating Partnership may, after conferring with counsel, 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 Operating Partnership all information with respect to such Holder necessary to make the information previously furnished to the Operating Partnership by such Holder not materially misleading. The Operating Partnership shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership 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 (Simon Property Group L P /De/)
Shelf Registration. The (i) Upon the later of (i) 12 months from the completion of the Exchange Offer and (ii) such time as the Company shall take is able to use Form F-3 under the following actions:
Securities Act (aor any successor form) The Company shallfor sales of Registrable Class A Common Shares by a Holder, at its cost, prepare and, as promptly as practicable the request of Holders of the lesser of (but in no event more than 90 days after so required or requested pursuant x) 5% of the Registrable Class A Common Shares (without reduction for Class A Common Shares that cease to this Section 1) file with the Securities and Exchange Commission (the "Commission"be Registrable Class A Common Shares) and thereafter (y) Registrable Class A Common Shares having an aggregate market value of at least $10 million, the Company shall use its commercially reasonable best efforts to cause to be declared effective effect, as soon expeditiously as practicable a possible, the registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended any number of Registrable Class A Common Shares for which it receives requests in accordance with this Section 2(a) (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 cause such Registration Statement continuously to become effective in order as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to permit the prospectus included therein (the "Prospectus"terms and conditions herein) to be lawfully delivered by the Holders of the relevant Securities, for a period ending on the earlier of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or two years following the date on which such Registration Statement first becomes effective (ii) may be sold pursuant but one year if the Company is not able to Rule 144(k) use Form F-3 under the Securities Act (or any successor rule thereforeform)), assuming for this purpose that and (ii) the Holders thereof are not affiliates of date on which all Registrable Class A Common Shares covered by such Registration Statement have been sold and the Company distribution contemplated thereby has been completed or have become freely tradeable pursuant to Rule 144 without regard to volume.
(in any such case, such period being called the "b) The Shelf Registration Period")Statement pursuant to this Section 2 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 pursuant to this Section 2 may or may not be underwritten. The Company shall be deemed not entitled to have used its commercially reasonable best efforts to keep effect the Shelf Registration Statement effective during on any available form under 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Act.
(c) Notwithstanding any other provisions In the event of this Agreement a request for a Shelf Registration pursuant to the contrarySection 2(a), the Company shall cause give written notice of the proposed filing of the Registration Statement in connection therewith to all Holders of Registrable Class A Common Shares offering to each such Holder the opportunity to have any or all of the Registrable Class A Common Shares held by such Holder included in such registration statement. Each Holder of Registrable Class A Common Shares desiring to have its Registrable Class A Common Shares registered under this Section 2(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 Class A Common Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Class A Common Shares so requested to be included therein.
(d) The number, percentage, fraction or kind of Class A Common Stock referred to in this Section 2 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the Class A Common Stock.
(e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the 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 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 (Paragon Shipping Inc.)
Shelf Registration. The Company 2.1 Not later than April 10, 1997, MIDCOM shall take file an amendment to the following actions:
(a) The Company shallResale Shelf or shall file a separate registration statement on the least burdensome SEC form then available to MIDCOM to register the Registrable Shares under the Securities Act for resale, at and shall use its cost, prepare and, reasonable best efforts to secure the effectiveness of such Registration Statement as promptly soon as practicable thereafter (but in no event more than 90 days after so required or requested the Registration Statement filed pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts referred to cause to be declared effective herein as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering ).
2.2 Subject to the offer conditions and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution limitations set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933subsection 2.3 below, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 MIDCOM will use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 until the requisite period if it voluntarily takes any action that would result in Holders earlier of Securities covered thereby not being able to offer and sell (A) December 31, 1997, (B) such Securities during that period, unless such action is (i) required by applicable law date as all of the Registrable Shares have been resold or (iiC) taken by such time as all of the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies Registrable Shares can be sold within three months without compliance with the registration requirements of Section 2(h)the Securities Act pursuant to Rule 144 promulgated thereunder.
(c) Notwithstanding 2.3 If Holder shall propose to sell any other provisions of this Agreement Registrable Shares pursuant to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplementhe shall notify MIDCOM in writing of his intent to do so at least five (5) full business days prior to such sale (a "Sale Notice:). A Sale Notice shall be deemed to constitute a representation that any information previously supplied by Holder is accurate as of the date of such notice. Following receipt of a Sale Notice, and except as set forth in the following sentence, MIDCOM shall use its commercially reasonable efforts to amend the Shelf Registration Statement if necessary and to take all other actions necessary to allow such sale, and shall notify Holder promptly after it has determined that such sale has become permissible. At any time within the five (5) business-day period following receipt by MIDCOM of a Sale Notice, MIDCOM may refuse to permit Holder to resell any Registrable Shares pursuant to the Shelf Registration Statement for an initial period not to exceed sixty (60) days; provided, however, that in order to exercise this right, MIDCOM must give Holder written notice that a delay in such sale is necessary because either (i) in the good faith judgment of MIDCOM, a sale pursuant to comply the Shelf Registration Statement in all material respects with its then-current form would not be in the applicable requirements best interests of MIDCOM and its shareholders due to disclosure obligations of MIDCOM or (ii) MIDCOM in good faith is planning an underwritten registered public offering of Common Shares which reasonably is expected to be offered within thirty (30) days of receipt by MIDCOM of the Sale Notice (in either case, a "Permitted Deferral"). Notwithstanding the foregoing, MIDCOM shall not be entitled to exercise its right to suspend sales pursuant to the Shelf Registration Statement more than three (3) times or for more than ninety (90) consecutive days. Holder hereby covenants and agrees that he will not sell any Registrable Shares pursuant to the Shelf Registration Statement during any Permitted Deferral period. Nothing in this subsection shall require Holder to give a Sale Notice prior to selling Registrable Shares pursuant to Rule 144 promulgated under the Securities Act and the rules and regulations of the Commission and (ii) not to contain or any 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, similar provisions then in light of the circumstances under which they were made, not misleadingforce).
Appears in 1 contract
Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 within 120 days after so required or requested the first date on which the Initial Purchasers purchase the Convertible Notes pursuant to this Section 1) the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 240 days after the Closing Date a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) 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 effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may are eligible to be sold pursuant to under Rule 144(k) under the Securities Act (or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus 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, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein.
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable after a Triggering Event (as defined below) (but in no event no more than 90 30 days after so required or requested pursuant to this Section 1) a Triggering Event), file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereofbelow) 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 of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Additional Holder (other than the Initial Purchasers) shall be entitled to have the Securities shares of Common Stock issuable upon conversion of the Note (the "REGISTRABLE SECURITIES") held by it covered by such Shelf Registration Statement unless such Additional Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Additional 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 (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Registrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness a Triggering Event 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) may cease to be sold pursuant to outstanding, or (iii) are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF 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 such action is (i) required by by, or necessary for the Company to stay in compliance with, applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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. The At any time during the period commencing on the first anniversary of the Closing Date and ending when the holders of the Registrable Securities (i) own, in the aggregate, less than 5% of the issued and outstanding shares of Common Stock and (ii) are not Affiliates of the Company, upon the written request any holder or holders of not less than 20% of the Registrable Securities, the Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the a "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a shelf" registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold any appropriate form pursuant to Rule 144(k415 (or similar rule that may be adopted by the SEC) under the Securities Act (a "Shelf Registration") for all of the then Registrable Securities and all of the Enlox Xxxres, subject to the request of any holder to exclude any Registrable Securities or Enlox Xxxres as provided below. Within ten (10) days after receipt of a request for a Shelf Registration, the Company shall give written notice of such registration request to all non-requesting holders of Registrable Securities and all holders of Enlox Xxxres and shall exclude from such registration all Registrable Securities or Enlox Xxxres with respect to which the Company received written requests for exclusion therefrom within fifteen (15) days after the receipt of the notice by the applicable holder. Subject to Section 4(a) and 4(b) hereof, the Company agrees to use commercially reasonable efforts to cause the Shelf Registration to become effective and thereafter to keep it continuously effective, and to prevent the happening of any successor rule thereforeevent of the kind described in Sections 4(c)(3), assuming (4), (5) or (6) hereof that requires the Company to give notice pursuant to the last paragraph of Section 4 hereof, for this purpose that a period terminating on the Holders thereof are not affiliates second year anniversary of the Company (in any date on which the SEC declares the Shelf Registration effective, or such caseshorter period as shall terminate on the date on which all the Registrable Securities and Enlox Xxxres covered by the Shelf Registration have been sold pursuant to such Shelf Registration, or such period being called that may be an extended period pursuant to the "Shelf Registration Period")last paragraph of Section 4 hereof. The Company shall only be obligated to file one Shelf Registration which obligation 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading.been satisfied
Appears in 1 contract
Shelf Registration. 2.1.1 The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective filed with the Commission on or prior to January 1, 2008 (or such later date as soon as practicable a majority in interest of the Apollo Electing Holders may agree), a shelf registration statement on Form S-3 (the "“Initial Shelf Registration Statement"”) covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (the “Initial Shelf Registration”) on Form S-3 to cover resales by the Apollo Electing Holders (as defined below) of 1933, as amended Registrable Securities held by them at the time of the filing of the Initial Shelf Registration Statement (the "Securities ActApollo Initial Shelf Shares") (hereinafterand resales by the Saratoga Holders of up to the number of Saratoga Initial Shelf Shares determined under Section 2.1.2). "Apollo Electing Holders means XX Xxxxxxxxxxx, XXXXX III and/or the "Shelf Registration"limited partners of XXXXX III.”); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 cause such Initial Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered declared effective by the Holders Commission on or prior to April 1, 2008 (or such later date as a majority in interest of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) Apollo Electing Holders may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"agree). The Company shall be deemed not shall, subject to have used Section 2.1.5, use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective during until the requisite period if it voluntarily takes any action that would result in Holders earlier of (1) the sale of all Registrable Securities registered under the Initial Shelf Registration; (2) when all of the Registrable Securities covered thereby not being able by the Initial Shelf Registration Statement may be sold or transferred pursuant to offer Rule 144(k) (or any similar provisions then in force) under the Securities Act or otherwise and sell such Securities during that period(3) April 1, unless such action is (i) required 2010, which date shall be extended by applicable law or (ii) taken the aggregate number of days of any suspensions by the Company in good faith and for valid business reasons upon under Section 2.1.5 (such period being referred to herein as the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h“Effectiveness Period”).
(c) Notwithstanding any other provisions of this Agreement 2.1.2 The Saratoga Holders shall be entitled to include in the contrary, the Company shall cause the Initial Shelf Registration Statement that number of shares of Common Stock (the "Saratoga Initial Shelf Shares") equal to 1,800,000 minus the number of shares, if any, in excess of 2,000,000 that one or more of the Saratoga Holders have sold from March 28, 2006 through the date on which the Initial Shelf Registration Statement is declared effective with the Commission.
2.1.3 None of the Company nor any of its security holders other than the Apollo Electing Holders and the Prospectus and Saratoga Holders (to the extent determined under Section 2.1.2 above) shall have the right to include any amendment or supplement thereto, as of the effective date of Company’s securities in the Initial Shelf Registration Statement, amendment or supplement, (i) to comply .
2.1.4 A majority in all material respects with the applicable requirements interest of the Apollo Electing Holders may elect to effect an offering of Registrable Securities Act and under 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 to make the statements therein, in light of the circumstances under which they were made, not misleading.Initial Shelf Registration Statement
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shallParent shall file with the SEC a Shelf Registration Statement covering (i) one or more Distributions (as defined in the Merger Agreement) and (ii) the resale of the HL Fund Shares by AIT and/or the HL Funds; provided, at its costhowever, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested that the number of HL Fund Shares that may be resold pursuant to this Section 1subsection (ii) file with shall not exceed that number of shares that, following such resale, would result in the Securities HL Fund Shares being nine and Exchange Commission nine-tenths percent (9.9%) or less of the number of shares of Parent Common Stock then issued and outstanding; provided, further, that the number of Shares that may be resold pursuant to subsections (i) and (ii) shall be subject to the restrictions set forth in the Lockup and Standstill Agreement (the "Commission") and thereafter “Shelf Registration”). Parent shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable a registration statement under the Securities Act no later than the six-month anniversary of the date of this Agreement (the “Effectiveness Deadline Date”). The Shelf Registration Statement shall be on Form S-3 (except if Parent is not then eligible to register for resale the "Shelf Registration Statement"Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) covering and shall contain (except if otherwise required the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereofAct) by the Holders thereof from time to time in accordance with the methods a plan of distribution set forth in the Shelf Registration Statement reasonably agreed upon by Parent and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 HolderAIT.
(b) The Company Parent shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by in the Shelf Registration Statement to be usable by Stockholders as set forth in Section 2.03(a) until the earlier of (i) have been sold pursuant thereto or the eighteen month anniversary of the date of this Agreement and (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose 90 days following such date that the Holders thereof are not affiliates number of HL Fund Shares is less than ten percent (10%) of the Company number of shares of Parent Common Stock issued and outstanding (in any such case, such period being called referred to herein as the "“Shelf Registration Effectiveness 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company Parent shall cause the Shelf be liable for and pay all Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of Expenses in connection with 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 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 (Ultra Clean Holdings Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Registrable Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use its reasonable best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as is practicable, but in no event later than 180 days after the date hereof (the “Effectiveness Target Date”); and
(biii) The Company shall subject to Section 4(b)(i) hereof, use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Registrable Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the “Effectiveness Period”) ending on the earliest of:
(1) two years after the last date of original issuance of any of the Convertible Notes;
(2) the date when the Holders are able to sell all such Registrable Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act;
(3) the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to the terms of Section 2(b) hereof are registered under the Shelf Registration Statement and disposed of in accordance with the terms of the Shelf Registration Statement; or
(ii4) not the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to contain the terms of Section 2(b) hereof have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).
(b) No Holder of Registrable Securities may include any untrue statement of a material fact its Registrable Securities in the Shelf Registration Statement and related Prospectus pursuant to this Agreement unless such Holder furnishes to the Issuer in writing, after the date of the request, such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. In connection with all such requests for information from Holders of Registrable Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Registrable Securities shall be entitled to Additional Amounts pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Zenith National Insurance Corp)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the first date of original issuance of the Initial Securities (the "First Issue Date")) file with the Securities and Exchange Commission (the "Commission") ), and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable (but in no event more than 180 days after the First Issue Date), a registration statement on Form S-3 (the "Shelf Registration Statement") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial Purchasers-------- ------- 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) such action is (i) required by applicable law or law, (ii) taken such action is based upon an opinion of counsel that such action is required by the Company in good faith and for valid business reasons applicable law, or (iii) upon the occurrence of any event contemplated by Section 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter complies with the requirements of Section 2(h)) hereof.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Each Holder of Transfer Restricted Securities (as defined in Section 5(d) below) wishing to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement and Prospectus agrees to deliver written notice to the Company at least five (5) business days prior to any intended distribution of Transfer Restricted Securities under the effective Shelf Registration Statement; such notice (a "Notice and Questionnaire") shall be in such form and include such information as the Company shall reasonably request to amend the Shelf Registration Statement or supplement the Prospectus with respect to the intended distribution of Transfer Restricted Securities by the Holder. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered (and in any event within five (5) business days after such Notice and Questionnaire is delivered): (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i); provided, however that if such Notice and Questionnaire is delivered -------- ------- during a period in which the use of the Prospectus is suspended pursuant to Section 2(h), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of such suspension period. Any Holder who, subsequent to the date the Shelf Registration Statement is declared effective, provides a Notice and Questionnaire (whether or not such Holder had supplied a Notice and Questionnaire at the time the Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement and the Prospectus in accordance with the requirements of this Section 1(d).
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuers shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 60 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), which Shelf Registration Statement shall provide for (i) covering resales by holders of all Unit Securities, (ii) the offer issuance of Warrant Stock upon the exercise of Warrants resold pursuant to such Shelf Registration Statement and sale (iii) the resale of the Transfer Restricted Securities (as defined in Section 5 hereof) Warrant Stock by the Holders thereof from time Holder thereof;
(ii) use their reasonable 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 of 1933, as amended Commission not later than 180 days after the date hereof (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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.and
(biii) The Company shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 promulgated thereunder as announced from time to time for a period (the "Effectiveness Period") of:
(1) the latest of (i) two years following the last date of original issuance of the Unit Securities, (ii) two years following the first date on which no Warrants are outstanding and (iii) if all of the Warrants expire unexercised, the expiration date of the Warrants; or
(2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities of Holders that complete and deliver in a timely manner the Holder Questionnaire are registered under the Shelf Registration Statement and have been disposed of in accordance with the Shelf Registration Statement.
(b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in writing, such information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws (the form of which request is attached hereto as Exhibit A and is referred to herein as the "Holder Questionnaire"). In connection with all such requests for information from Holders of Transfer Restricted Securities, the Company shall notify such Holders of the requirements set forth in the preceding sentence. It is understood that such Holders shall include the Holders of 4(2) Common Stock and that such Holders may not be identified until the exercise of the related Warrant, which exercise may occur subsequent to contain the commencement of the Effectiveness Period. Holders that do not complete the questionnaire and deliver it to the Company shall not be named as selling securityholders in the Prospectus or preliminary Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell any untrue statement Transfer Restricted Securities pursuant to the Shelf Registration Statement. No Holder of a material fact or omit Transfer Restricted Securities shall be entitled to state a material fact Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements thereinIssuer by such Holder not materially misleading. Each Holder who intends to be named as a selling Holder in the Shelf Registration Statement shall promptly furnish to the Company in writing such other information as the Issuer may from time to time reasonably request in writing.
(c) If available, in light nothing herein shall prohibit the Issuers from registering any or all of the circumstances under which they were madeUnit Securities pursuant to an exchange offer on Form S-4. If such exchange offer is available, not misleadingthe provisions of this shall include such exchange offer and such Form S-4, to the extent applicable.
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Washington Mutual Capital Trust 2001)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuers shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission Closing Time (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), file or cause to be declared effective as soon as practicable filed a registration statement for an offering to be made on Form S-3 a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), which Shelf Registration Statement shall provide for (i) covering resales by Holders of all Registration Securities, (ii) the offer issuance of Common Stock upon the conversion of Preferred Securities resold pursuant to such Shelf Registration Statement and sale (iii) the resale of the Transfer Restricted Common Stock issuable upon conversion of Preferred Securities (as defined in Section 5 hereof) by the Holders thereof from time Holder thereof;
(ii) use their reasonable 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 of 1933, as amended Commission not later than 180 days after the Closing Time (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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.and
(biii) The Company shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the "Effectiveness Period") of:
(1) with respect to (i) the Registration Securities, two years following the last date of original issuance of such securities and (ii) the Common Stock issuable upon conversion of such Registration Securities, two years following the first date as of which all of the Preferred Securities and Debentures have been converted into Common Stock; or
(2) such shorter period that will terminate (x) upon the expiration of the holding period applicable to the Transfer Restricted Securities held by a non-affiliate of the Company under Rule 144(k) of the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) when all Transfer Restricted Securities of Holders that complete and deliver in a timely manner the Holder Questionnaire are registered under the Shelf Registration Statement and have been disposed of in accordance with the Shelf Registration Statement.
(b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in writing such information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws (the form of which request is attached to the Offering Memorandum as Exhibit A and is referred to herein as the "Holder Questionnaire") within 20 Business Days from the date the Holder Questionnaire is first mailed to such Holder or, in connection with the resale of any Common Stock issuable upon conversion of the Preferred Securities, upon conversion of the Preferred Securities or the Debentures. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Company shall notify such Holders of the requirements set forth in the preceding sentence. Holders that do not complete the Holder Questionnaire and deliver it to contain the Company in a timely manner shall not be named as a selling Holder in the Prospectus or preliminary Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell any untrue statement Transfer Restricted Securities pursuant to the Shelf Registration Statement. No Holder of a material fact or omit Transfer Restricted Securities shall be entitled to state a material fact Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have timely provided all such information as may be reasonably requested by the Holder Questionnaire. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be stated therein or necessary disclosed in order to make the statements therein, information previously furnished to the Issuers by such Holder not materially misleading. Each Holder who intends to be named as a selling Holder in light of the circumstances under which they were made, not misleadingShelf Registration Statement shall promptly furnish to the Company in writing such other information as the Issuers may from time to time reasonably request in writing.
Appears in 1 contract
Samples: Registration Rights Agreement (Commerce Capital Trust Ii)
Shelf Registration. The Company agrees that it shall take file with the following actions:
SEC as follows: (a) The Company shallnot later than April 11, at its cost2007, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested a Registration Statement pursuant to this Section 1) file with Rule 415 of the Securities Act (a “Shelf Registration”) covering the offer and Exchange Commission (resale by the "Commission") Holders of all the Warrant Shares and thereafter shall use its commercially best efforts to cause the Shelf Registration to be declared effective by the SEC as soon as practicable thereafter and (b) within 120 days after the exercise of an Option under the Put Call Agreement, a Shelf Registration covering the offer and resale by the Holders of all of the Option Shares and shall use its reasonable best efforts to cause the Shelf Registration to be declared effective by the SEC as soon as practicable a registration statement on Form S-3 (thereafter. Subject to Section 2.4, the "Company shall be required to maintain the effectiveness of any Shelf Registration Statement") covering until the offer and sale earlier of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) such time as all of the Registrable Shares have been sold pursuant thereto or resold, (ii) may be sold such time as all of the Holders can sell all of the Registrable Shares without restriction pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (iiiii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(vthree (3) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as year anniversary of the effective date of such Shelf Registration in the case of Option Shares and the ten year anniversary of the effective date of such Shelf Registration in the case of the Warrant Shares; provided, however, that (iii) above shall not apply if such Shelf Registration is filed on Form S-3 (the “Effective Period”); provided further, however, that if such Shelf Registration is not filed on Form S-3, then at such time as Form S-3 becomes available, the Company agrees to refile with the SEC, as soon as practicable after such time, the Shelf Registration Statementon Form S-3, amendment or supplementand the Company shall be required to maintain the effectiveness of such Shelf Registration on Form S-3 until the earlier of (x) such time as all of the Registrable Shares have been resold, (iy) such time as all of the Holders can sell all of the Registrable Shares without restriction pursuant to comply in all material respects with the applicable requirements of Rule 144(k) under the Securities Act and (iii) above (the rules and regulations “Modified Effective Period”). Each Holder agrees to furnish promptly to the Company in writing all information requested by the Company for inclusion in the Registration Statement (including the intended method of disposition of the Commission and (iiRegistrable Shares held by such Holder) not or required from time to contain any untrue statement of a material fact or omit to state a material fact required time to be stated therein or necessary disclosed in order to make the statements therein, in light of information previously furnished to the circumstances under which they were made, Company by such Holder not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (American Medical Technologies Inc/De)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the "Shelf Registration Statement") covering the offer and sale ), which Shelf Registration Statement shall provide for resales of the all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof (as defined in Section 5 hereofeach such holder a "Notice Holder");
(ii) by the Holders thereof from time use its reasonable 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 of 1933, as amended Commission not later than 210 days after the date hereof (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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.and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (A) it is available for resales by the Notice Holders of Transfer Restricted Securities entitled to the benefit of this Agreement and (B) it conforms with the requirements of this Agreement and the Securities Act for a period (the "ProspectusEffectiveness Period") to be lawfully delivered by the Holders of the relevant Securities, for a period of of:
(1) two years (or for such longer period if extended pursuant to Section 2(h) below) from following the last date of its effectiveness or original issuance of Notes; or
(2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)thereto, assuming for (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold.
(b) To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this purpose that Agreement, each Holder shall complete the Holders thereof are not affiliates Selling Securityholder Notice and Questionnaire, the form of which is contained in Annex A to the Company Offering Memorandum relating to the Notes (in any such case, such period being called the "Shelf Registration PeriodQuestionnaire"). The Company shall be deemed mail the Questionnaire to all Holders of Transfer Restricted Securities at least 20 Business Days (but not more than 40 Business Days) prior to the time the Company intends in good faith to have used its commercially reasonable best efforts to keep the Shelf Registration Statement declared effective during by the requisite period if it voluntarily takes any action that would result Commission. Upon receipt of a written request for additional information from the Company, each Holder who intends to be named as a selling securityholder in Holders of Securities covered thereby not being able the Shelf Registration Statement shall furnish to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence writing, within 20 Business Days after such Holder's receipt of any event contemplated by Section 2(b)(v) belowsuch request, such additional information regarding such Holder and the Company thereafter complies proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the requirements Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein and in any application to be filed with or under state securities law, as the Company may reasonably request. In connection with all such requests for information from Holders of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contraryTransfer Restricted Securities, the Company shall cause notify such Holders of the requirements set forth in this paragraph regarding their obligation to provide the information requested pursuant to this Section. Holders who have not delivered a Questionnaire prior to the effectiveness of the Shelf Registration Statement and may receive a Questionnaire from the Prospectus and any amendment or supplement thereto, as Company upon request. Upon receipt of such a completed Questionnaire from a Holder following the effective date effectiveness of the Shelf Registration Statement, amendment the Company shall, as promptly as reasonably practicable, file such amendments to the Shelf Registration Statement or supplement, (i) supplements to comply in a related Prospectus as are necessary to permit such Holder to transfer its Transfer Restricted Securities pursuant to the Shelf Registration Statement. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company 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 information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Company by such Holder not materially misleading.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(e) hereof;
(ii) use its best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled, to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time, for a period (the “Effectiveness Period”) until the earliest of:
(1) two years after the last date of original issuance of any of the Notes; or
(2) the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately pursuant to Rule 144(k) under the Securities Act; or
(3) the date when all of the Transfer Restricted Securities are disposed of pursuant to the Shelf Registration Statement or Rule 144 under the Securities Act or any similar provision then in effect.
(b) None of the Company’s security holders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus must deliver a Notice and Questionnaire to the Company. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of the Shelf Registration Statement, the Notice and Questionnaire must be delivered at least ten (10) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered:
(i) (a) if required by applicable law, upon the later of (x) ninety (90) days after such date or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered, file with the SEC a post-effective amendment to the Shelf Registration Statement or (b) prepare and, if required by applicable law, upon the later of (x) fifteen (15) Business Days after such date or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered (the “Prospectus Supplement Deadline Date”), file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed;
(ii) provide such Holder upon its request copies of any documents filed pursuant to Section 2(e)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) not the Amendment Effectiveness Deadline Date shall be extended by up to contain any untrue statement ten (10) Business Days after the expiration of a material fact or omit Suspension Period (and the Company shall incur no obligation to state a material fact required to pay Liquidated Damages during such extension) if such Suspension Period shall be stated therein or necessary to make in effect on the statements therein, in light of the circumstances under which they were made, not misleadingAmendment Effectiveness Deadline Date.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the First Closing Date, (as defined in the Purchase Agreement) file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 an appropriate form under the Securities Act within 180 days of the First Closing Date, (the "“Shelf Registration Statement"”) covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended 1933 (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) 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 Prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the first date of its effectiveness the original issuance of the Initial Securities or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto thereto, or have otherwise been disposed of in accordance with the Securities Act, (ii) may are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act (or any successor rule thereforethereof, without limitations under clauses (c), (e), (f) and (h) of Rule 144 under the Securities Act or any successor provisions thereof, assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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. The Company shall take the following actions:
(a) The Company shall, at its cost, agrees to prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) and file with the Securities and Exchange Commission (the a "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement shelf" Registration Statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Common not previously sold in the Initial Underwriting (the "Shelf Registration Statement"). The permitted methods of distribution of shares of Registrable Common under the Shelf Registration Statement shall be limited to transactions complying with the provisions of Rule 144(f) covering and underwritten offerings of shares of Registrable Common under the offer and sale of Shelf Registration Statement in accordance with this Section 3. The Company will use its best efforts to have such Registration Statement declared effective by the Transfer Restricted Securities Commission on or as soon as practicable after the date that is nine (9) months after the Effective Date (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"Merger Agreement); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 until the prospectus included therein earlier of (the "Prospectus"A) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement three (i3) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of years after the effective date of the Shelf Registration Statement, amendment Statement (subject to any "black-out" periods and extensions of such three-year period pursuant to subsection 5.1) and (B) the date on which no Registrable Common remains outstanding.
(b) The Company agrees to prepare and file with the Commission a "shelf" Registration Statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Litigation Shares that are distributed to the Initial Securities Holders or supplement, their permitted assigns pursuant to the Merger Agreement (the "Litigation Shelf"). The permitted method of distribution of such Litigation Shares shall be limited to transactions complying with the provisions of Rule 144(f). The Company will use its best efforts to (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of have such Registration Statement declared effective by the Commission on or as soon as practicable after the first date any Litigation Shares are distributed from the escrow established at the Closing under the Merger Agreement, and (ii) not to contain keep such Registration Statement continuously effective until the earlier of (A) the date three (3) years thereafter (subject to any untrue statement "black-out" periods and extensions of a material fact or omit such three-year period pursuant to state a material fact required to be stated therein or necessary to make subsection 5.1), and (B) the statements thereindate on which no Registrable Litigation Shares remain outstanding. Notwithstanding the foregoing, in light the event any Aggregate Escrow Distribution (as defined in the Merger Agreement) is made over time as a result of Installments (as defined in the circumstances under Merger Agreement), the Company shall be obligated to use its best efforts to keep the Litigation Shelf continuously effective until the earlier of (I) the date one (1) year after the last distribution of Litigation Shares from the escrow (so long as such date is at least three (3) years after the first date any Litigation Shares are distributed from such escrow) and (II) the date on which they were made, not misleadingno Registrable Litigation Shares remain outstanding.
Appears in 1 contract
Samples: Registration Rights Agreement (Washington Mutual Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more later than 90 calendar days after so required or requested pursuant to this Section 1) following the Closing Date, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 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 and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act no later than 180 calendar days following the Closing Date; provided, however, that the Company may, upon written notice to all Electing Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days after the 180th calendar day following the Closing Date if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole; provided, further, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing is an Electing Holder. The Company may furnish any notice to be bound any Holder pursuant to this Section 2(a) by all furnishing the provisions of this Agreement applicable notice to such the Holder’s e-mail address indicated on the Notice and Questionnaire.
(b) The Company shall use its commercially reasonable best efforts efforts:
(i) to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders earlier of (1) the relevant Securities, for a period sale of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by registered under the Shelf Registration Statement (i) have been sold pursuant thereto Statement; or (ii2) may be sold pursuant the expiration of the period referred to in Rule 144(k) under the Act with respect to all Registrable Securities Act (held by Persons that are not Affiliates of the Company, or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company provision (in any such case, such period being called referred to herein as the "“Effectiveness Period”);
(ii) after the Effective Time of the Shelf Registration Period")Statement, as promptly as practicable upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for offers and resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof; and
(iii) if at any time the Securities, pursuant to Article XIV of the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such securities to be included in the Shelf Registration Statement or otherwise registered under the Act no later than the date on which the Securities may then be convertible into such securities. 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 the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of paragraph 3(j) below or (B) permitted pursuant to Section 2(h)2(c) below.
(c) Notwithstanding The Company may suspend the use of the Prospectus for a period not to exceed 30 days in any other provisions 90-day period or an aggregate of this Agreement to 90 days in any 12-month period if the contrary, Board of Directors of the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as have determined in good faith that because of valid business reasons (not including avoidance of the effective date Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Shelf Registration StatementCompany to suspend such use, amendment or supplementand prior to suspending such use the Company provides the Electing Holders with written notice of such suspension, (i) to comply in all material respects with which notice need not specify the applicable requirements nature of the Securities Act event giving rise to such suspension. The Company may furnish any notice to any Holder pursuant to this Section 2(c) by furnishing the notice to the Holder’s e-mail address indicated on the Notice 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingQuestionnaire.
Appears in 1 contract
Samples: Registration Rights Agreement (Amylin Pharmaceuticals Inc)
Shelf Registration. The (a) At the direction of the Holders of at least 1,000,000 Warrant Shares in the aggregate, the Company shall take the following actionsshall:
(ai) The within 30 days, cause to be filed a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act (the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders who have timely provided the information required pursuant to Section 3(b) hereof, unless the total number of Transfer Restricted Securities that may be provided for resale in such a Shelf Registration Statement is limited by an applicable law or Commission policy and the maximum number of Transfer Restricted Securities that may be provided for resale in a Shelf Registration Statement (such maximum number, the “Registration Cap”) is less than the total number of Transfer Restricted Securities, in which case
(A) the Company shall, at its costwithin 30 days, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement which shall provide for resales of a number of Transfer Restricted Securities equal to the offer Registration Cap then in effect, and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth provided for resale in the Shelf Registration Statement and Rule 415 shall be selected pro rata from the Holders who have timely provided the information required pursuant to Section 3(b) hereof;
(B) if, at any time after a Shelf Registration Statement has been filed pursuant Section 3(a)(i)(A) above, an additional number of Transfer Restricted Securities may be provided for resale in a Shelf Registration Statement, then the Company shall promptly (though the Company shall not be required to do so more frequently than once during any 30-day period) amend or supplement the Shelf Registration Statement (including by filing a post-effective amendment) to provide for resales of the maximum number of Transfer Restricted Securities permitted under the then applicable Registration Cap (except that no Transfer Restricted Securities held by Holders who have not timely provided the information required pursuant to Section 3(b) hereof shall be provided for resale pursuant to this Section 3(a)(i)(B)) and, if the total number of Transfer Restricted Securities that may be provided for resale in the Shelf Registration Statement as so amended or supplemented is less than the total number of Transfer Restricted Securities, the Transfer Restricted Securities provided for resale in this Section 3(a)(i)(B) shall be selected pro rata from the Holders who have timely provided the information required pursuant to Section 3(b) hereof; and
(C) if the Company shall file a post-effective amendment to the Shelf Registration Statement pursuant to Section 3(a)(i)(B) above, the Company shall use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act of 1933as promptly as is practicable, as amended but in any event by the date that is 60 days after the date such post-effective amendment is required by Section 3(a)(i)(B) to be filed;
(ii) use commercially reasonable efforts to cause the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 declared effective by all the provisions Commission on or before the 150th day after the Shelf Registration Statement is filed (or if such 150th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”, and the date of this Agreement applicable to such Holder.
(b) effectiveness, the “Effectiveness Date”). The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Sections 5(a) and (b) hereof to permit the prospectus included therein (the "Prospectus") extent necessary to be lawfully delivered ensure that it is available for resales of Transfer Restricted Securities by the Holders entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the relevant SecuritiesCommission as announced from time to time, until such time as all the Transfer Restricted Securities covered by such Shelf Registration Statement have been resold pursuant to such Shelf Registration Statement or cease to be Transfer Restricted Securities (the “Effectiveness Period”); provided that the Company may, from time to time, for a period of two years (or for such longer period if extended pursuant up to Section 2(h) below) from an aggregate of 90 days in any calendar year determine, upon three Business Days’ prior notice to the date of its effectiveness or such shorter period Holders, that will terminate when all the Securities covered by the Shelf Registration Statement is not usable for a Valid Business Purpose (a “Blackout Period”). The Company shall, no later than 30 days prior to the initial filing of the Shelf Registration Statement and as soon as practicable thereafter as requested by a Holder, submit to all of the Holders or such Holder, as the case may be, a request for information to be included in the Notice and Questionnaire for use in connection with the Shelf Registration Statement or any Prospectus or preliminary Prospectus included therein.
(b) No Holder may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 days after receipt of a request therefor from the Company, such information as the Company may reasonably request to be included in the Notice and Questionnaire for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it by a Holder, and in any event no later than: (i) have been sold pursuant thereto 15 Business Days after such delivery date (but no earlier than 15 Business Days after effectiveness of the Shelf Registration Statement) or (ii) may 15 Business Days after the expiration of any Blackout Period either in effect when the Notice and Questionnaire is delivered to the Company or put into effect within 15 Business Days of such delivery date, if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement or amendment to any document incorporated therein by reference or file any other required document, so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be sold pursuant to Rule 144(k) declared effective under the Securities Act (as promptly as is practicable, but in any event by the date that is 60 days after the date such post-effective amendment is required by this clause to be filed; provided, that, if such Notice and Questionnaire is delivered during a Blackout Period or any successor rule therefore)within 15 Business Days of a Blackout Period being put into effect, assuming for this purpose that the Holders thereof are not affiliates of the Company (shall so inform the Holder delivering such Notice and Questionnaire. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder other than a Notice Holder as a selling securityholder in any such case, such period being called the "Shelf Registration Period")Statement or related Prospectus. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Transfer Restricted Securities as the Company may from time to time reasonably request in writing. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the may exclude from such 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence Warrant Shares of any event contemplated by Section 2(b)(v) below, Holder that fails to furnish such information within a reasonable time after receiving such request and such Warrant Shares shall no longer be entitled to the Company thereafter complies with the requirements of Section 2(h)benefits hereunder.
(c) Notwithstanding If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (except during a Blackout Period or other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto), the Company shall use commercially reasonable efforts to obtain the prompt withdrawal of this Agreement any order suspending effectiveness thereof or promptly file or designate a subsequent Shelf Registration Statement covering all of the Warrant Shares that as of the date of such filing or designation are Transfer Restricted Securities. If such a subsequent Shelf Registration Statement is filed or designated (and is not already effective), the Company shall use commercially reasonable efforts to cause the subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing or designation and to keep such subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement during the Effectiveness Period as and if required by the rules, regulations or instructions applicable to the contrary, registration form used by the Company for such Shelf Registration Statement.
(e) 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, Statement or such amendment or supplement, and any Issuer Free Writing Prospectus, as of the date thereof, (i) separately, or when any or all of such documents are taken together, to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act, and (ii) separately, or when any or all of such documents are taken together, 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 and any Issuer Free Writing Prospectus, in light of the circumstances under which they were made, ) not misleading.
(f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Aries Maritime Transport LTD)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the latest date the Initial Purchaser purchases Initial Securities from the Company (the “Closing Date”)) file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its all commercially reasonable best efforts to cause to be declared effective as soon as practicable but in any event no later than 180 days after the Closing Date, a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering relating to the offer and sale of all of the Transfer Restricted Securities (as defined in Section 5 5(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 of 1933, as amended (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) 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 all commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the such Securities covered by the Shelf Registration Statement (i) have been registered under the Securities Act and sold pursuant thereto or (ii) may be have been sold to the public pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)Act, assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 (Idine Rewards Network Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost:
(i) subject to receipt of necessary information from the Purchasers, prepare andand file with the SEC, promptly and in any event within 120 days after the date of this Agreement, a registration statement on Form F-3 (the “Registration Statement”) to enable the resale by the Purchasers of the ADSs representing Ordinary Shares issuable upon exercise of the Warrants from time to time;
(ii) (x) use its reasonable best efforts, subject to receipt of necessary information from each Purchaser, to cause the Registration Statement to become effective as promptly as practicable (after filing but in no event more later than 90 210 days after so required or requested pursuant the Registration Statement is filed by the Company unless the Registration Statement is subject to this Section 1) file with review by the Securities and Exchange Commission (SEC, in which case the "Commission") and thereafter shall Company will use its commercially reasonable best efforts to cause the Registration Statement to be declared become effective as soon promptly as practicable after such review, and (y) within five Business Days after the receipt of a registration statement on Form S-3 no review letter from the SEC, use reasonable best efforts to cause the Registration Statement to become effective;
(the "Shelf Registration Statement"iii) covering the offer use its reasonable best efforts to prepare and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance file with the methods of distribution set forth in SEC such amendments and supplements to the Shelf Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) as may be necessary to keep the Registration Statement current and effective with respect to any applicable ADSs representing Ordinary Shares until the date all ADSs registered thereunder shall have been sold or on which all ADSs covered by such Registration Statement can be freely sold without any volume limitation under Rule 415 144 under the Securities Act (which supplements shall include supplements required to include the names and holdings of 1933limited and general partners of any Purchaser in the event any Purchaser distributes ADSs representing Ordinary Shares to its partners);
(iv) furnish to each Purchaser with respect to the ADSs representing Ordinary Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as amended such Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the ADSs representing Ordinary Shares by such Purchaser;
(v) file documents required of the "Securities Act") (hereinafterCompany for normal blue sky clearance in states reasonably specified in writing by such Purchaser prior to the effectiveness of the Registration Statement, the "Shelf Registration"); PROVIDED, HOWEVERprovided, that no Holder the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;
(vi) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the Initial procedures in paragraph (i) through (v) of this Section and the registration of the ADSs representing Ordinary Shares pursuant to the Registration Statement, including (r) registration and filing fees with the SEC, (s) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the ADSs representing Ordinary Shares), (t) printing expenses, (u) fees and expenses incurred in connection with the listing of the ADSs representing Ordinary Shares, (v) fees and expenses, if any, of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (w) the fees and expenses of any additional experts retained by the Company in connection with such registration, (x) fees and expenses in connection with any review of underwriting arrangements by the NASD, (y) internal Company expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), and (z) all reasonable fees and disbursements of one counsel reasonably acceptable to the Company for the Purchasers in connection with such registration; and
(vii) advise the Purchasers) , promptly after it shall be entitled to have receive notice or obtain knowledge of the Securities held issuance of any stop order by it covered by such Shelf the SEC delaying or suspending the effectiveness of the Registration Statement unless or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such Holder agrees in writing to stop order should be bound by all the provisions of this Agreement applicable to such Holderissued.
(b) The With a view to making available to each Purchaser the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Purchaser to sell its ADSs representing Ordinary Shares to the public without registration, the Company shall covenants and agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement to: (i) have been sold pursuant thereto or make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (iix) such date as, in the opinion of counsel to the Company, all of the Purchasers’ ADSs representing Ordinary Shares may be sold resold pursuant to Rule 144(k) or any other rule of similar effect or (y) such date as all of the Purchaser’s ADSs representing Ordinary Shares shall have been resold; (ii) file or furnish with the SEC after the Closing Date in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish or make available via XXXXX filings with the SEC (if applicable) to each Purchaser upon request, for as long as each Purchaser beneficially owns any successor rule therefore)ADSs representing Ordinary Shares, assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (ix) required by applicable law or (ii) taken a written statement by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies that it has complied with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 reporting requirements of the Securities Act and the rules and regulations Exchange Act, (y) a copy of the Commission Company’s most recent Annual Report on Form 20-F, and (iiz) not such other information as may be reasonably requested in order to contain avail such Purchaser of any untrue statement rule or regulation of the SEC that permits the selling of any such ADSs representing Ordinary Shares without registration.
(c) It shall be a material fact or omit condition precedent to state a material fact the obligations of the Company to take any action pursuant to this Section 5.7 that each Purchaser shall furnish to the Company such information regarding itself, the ADSs representing Ordinary Shares to be sold by such Purchaser, and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required to be stated therein or necessary to make effect the statements therein, in light registration of the circumstances under which they were madeADSs representing Ordinary Shares.
(d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the ADSs representing Ordinary Shares. The Company understands that each Purchaser disclaims being an underwriter, but in the event the Purchasers shall be deemed an underwriter by the SEC, such action shall not misleadingrelieve the Company of any obligations it has hereunder.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(ai) The Company Corporation shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable effective, not later than 150 days after Closing, a registration statement on Form S-3 (the "Shelf Registration Statement"), on a Form S-3 or any successor form thereto, if the Company is then eligible, or in connection with the Convertible Note in no event later than one hundred fifty (150) covering days after the Date of Conversion of the Convertible Note, on a Form S-3 or any successor form thereto, if the Company is then eligible, relating to the offer and sale of the Transfer Restricted Securities shares of Common Stock issuable upon conversion of the shares of Series D Preferred Stock and Common Stock issuable in respect of any dividends described in the Certificate of Designation on the shares of Series D Preferred Stock as well as shares of Common Stock issuable upon conversion of the Convertible Note (as defined in Section 5 hereofthe "Securities") 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder of Securities (other than the Initial PurchasersInvestor or any Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder of Securities agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder of Securities.
(bii) The Company Corporation shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of Securities until the relevant Securities, for a expiration of the holding period with respect to the Securities set forth in clause (k) of two years (or for such longer period if extended pursuant to Section 2(h) below) from Rule 144 promulgated under the date of its effectiveness Securities Act or such shorter period that will terminate when all the shares of Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period")thereto. The Company Corporation 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 the Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Stockholders & Registration Rights Agreement (Collagenex Pharmaceuticals Inc)
Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5(e) hereof) exists, the Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 on or before the date that is 120 days after so required or requested pursuant to this Section 1) the Closing Date, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable on or prior to the date that is 210 days after the Closing Date, a registration statement on Form S-3 the appropriate form (the "Shelf Registration Statement") covering issuance by the Company and the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) from time to time by the Holders thereof from time of the maximum amount of Transfer Restricted Securities issuable pursuant to time the terms of the Certificate and this Agreement, as described in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 and usable under the Securities Act, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be freely sold by such Holders without restriction pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule therefore)provision promulgated by the Commission or otherwise, assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (other than information required to be supplied by the selling Holders pursuant to this Agreement)
(i) the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) thereto 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 not to contain contain, when it becomes effective, any 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 a part of the Shelf Registration Statement, and any amendment or supplement to such prospectus, not to contain, as of the date of such prospectus or amendment or supplement, 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) Notwithstanding any other provisions of this Agreement to the contrary, if (i) the Company determines, in its good faith judgment, that the disclosure of an event or development, or the filing of a required filing with the Commission would have a material adverse impact on the Company, or (ii) the disclosure of an event or development, or the filing of a required filing with the Commission is otherwise related to a material business transaction that has not yet been publicly disclosed, (each of the foregoing is referred to herein as a "Suspension Period"), the Company shall be entitled to suspend any registration referred to in this Section 1, provided, however, that a Suspension Period shall not prevent the accrual of Additional Dividends as set forth in the Certificate from occurring or continuing to the extent it exceeds 60 days in any 90-day period or to the extent multiple Suspension Periods exceed 90 days in the aggregate in any 12-month period.
(e) The Company shall declare and pay all Additional Dividends (as defined in the Certificate) required in the Certificate upon failure to meet its obligations pursuant to this Agreement. No Additional Dividends in cash will be required to the extent a declaration of such Additional Dividends would conflict with the debt instruments of the Company in place at the time of such declaration.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The At such time as the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required is able to use Form F-3 or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)or similar form) for sales of Registrable Shares by a Holder, assuming for this purpose that at the Holders thereof are not affiliates request of one or more Holders, the Company shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Shares for which it receives requests in accordance with Section 2(a) (in any such case, such period being called the "“Shelf Registration Period"Registration”). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) three (3) years following the date on which such Registration Statement first becomes effective (but one (1) year if the Company is not able to continue to use Form F-3 or Form S-3 under the Securities Act (or any successor or similar form)), (ii) the date on which all Registrable Shares covered by such Registration Statement have been sold, and the distribution contemplated thereby has been completed, (iii) the date on which all Registrable Shares covered by such Registration Statement have become freely saleable pursuant to Rule 144 without restriction or limitation on volume or manner of sale.
(b) The Registration Statement 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 sale pursuant to the Shelf Registration Statement effective during the requisite period if it voluntarily takes pursuant to this Section 3 may or may not be underwritten; provided, however, that (i) Holders may request any action that would result underwritten takedown only to be effected as a Demand Registration (in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodwhich event, unless such action is (iDemand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject to Section 2(b)) required by applicable law or (ii) taken Holders may request an unlimited number of underwritten takedowns to be effected in accordance with the terms of Section 4.
(c) In the event of a request for a Shelf Registration pursuant to Section 3(a), the Company shall give written notice of the proposed filing of the Registration Statement in connection therewith to all Holders of Registrable Shares offering to each such Holder the opportunity to have any or all of the Registrable Shares held by such Holder included in such registration statement. Each Holder of Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in good faith and writing within fifteen (15) days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) belowwhich registration is requested), and the Company thereafter complies with the requirements of Section 2(h).shall include in such Registration Statement all such Registrable Shares so requested to be included therein.
(cd) Notwithstanding The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock.
(e) The Company, and any other provisions holder of this Agreement to the contraryCompany’s securities who has registration rights, the Company shall cause the may include its securities in any Shelf Registration Statement and the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading.this Section 3.
Appears in 1 contract
Samples: Registration Rights Agreement (Okeanis Eco Tankers Corp.)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event i) not more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission Closing Date (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended or any similar rule that may be adopted by the Commission (the "Securities Act") (hereinafter“Shelf Registration Statement”), which Shelf Registration Statement shall provide for the "Shelf Registration"); PROVIDEDregistration and resales, HOWEVERon a continuous or delayed basis, that no Holder (other than the Initial Purchasers) shall be entitled to have the of all Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing Holders that have provided the information required pursuant to be bound by all the provisions terms of this Agreement applicable to such Holder.Section 2(b) hereof;
(bii) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as practicable, but in no event later than 180 days after the date hereof (the “Effectiveness Target Date”); and
(iii) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to Section 2(b), to the relevant Securitiesbenefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period of two years (or for such longer period if extended pursuant to Section 2(h) belowthe “Effectiveness Period”) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement is declared effective by the Commission until the earliest of:
(i1) have been sold pursuant thereto or two years following the last date of original issuance of any of the Debentures;
(ii2) may be sold the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately pursuant to Rule 144(k) under the Securities Act; or
(3) the date when all of the Transfer Restricted Securities have been disposed of in accordance with the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (similar provision then in any such case, such period being called the "Shelf Registration Period")effect. 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 Effectiveness 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 Securities at any time during that periodthe Effectiveness Period, unless such action is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including the acquisition or divestiture of any event contemplated assets, and (y) permitted by Section 2(b)(v4(b)(ii) belowhereof.
(b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the Company thereafter complies related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the requirements Company’s securityholders (other than the Holders of Section 2(h)Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) Notwithstanding If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of this Agreement any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the contraryregistration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) 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, Statement or such 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 Act, 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 light of the circumstances under which they were made, ) not misleading.
(f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) ten (10) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within ten (10) Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post effective amendment is required by this clause to be filed;
(ii) provide or make available to such Holder copies of the any documents filed pursuant to Section 2(f)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Enpro Industries Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at no later than 30 calendar days following the date of filing by the Company of its cost2005 Form 10-K, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Electing Holders thereof from time to time in accordance with the methods of distribution elected by such Electing Holders and set forth in such Shelf Registration Statement and, thereafter, shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act no later than 60 calendar days following the date of such filing; provided, however, that the Company may, upon written notice to all Electing Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Board of Directors of the Company shall have determined in good faith that, because of valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and Rule 415 under similar events, it is in the Securities Act best interests of 1933, as amended (the "Securities Act") (hereinafter, Company to postpone having the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 Holderdeclared effective.
(b) The Company shall shall, subject to Section 2(c), use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Electing Holders until the earlier of (1) the relevant Securities, for a period sale of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by registered under the Shelf Registration Statement Statement; and (i2) have been sold pursuant thereto or February 1, 2007 (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called referred to herein as the "Shelf Registration Effectiveness 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 the Company voluntarily takes any action that would result in the Electing Holders of Securities covered thereby not being able to offer and sell such any Registrable Securities registered under the Shelf Registration Statement during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section 2(h)3(j) below, (B) permitted pursuant to Section 2(c) or 2(d) below, or (C) the result of the Company's inability for any reason to timely file reports under the Exchange Act.
(c) The Company may suspend the use of the Prospectus for a period not to exceed an aggregate of 120 days during the Effectiveness Period if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Electing Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension.
(d) Notwithstanding any other provisions of this Agreement to the contraryforegoing, the Company shall cause not be obligated to effect a registration pursuant to this Section 2 or maintain the effectiveness of a Shelf Registration Statement and if Form S-3 is not available for use by the Prospectus and Company for 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingreason.
Appears in 1 contract
Samples: Registration Rights Agreement (Red Lion Hotels CORP)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as shall promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the first date of original issuance of the Notes (such 90th day being a "Filing Deadline")) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 180 days after the first date of original issuance of the Notes (such 180th day being an "Effectiveness Deadline") a registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereofherein) 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company ) (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so only in accordance with this Section 1(d) and Section 2(b). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a written notice, substantially in the form of Annex A to the Offering Circular (a "Notice and Questionnaire") to the Company at least five (5) Business Days (a "Business Day" meaning each day that is not a legal holiday) prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement (each such Holder delivering the Notice and Questionnaire, a "Notice Holder"). From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date of receipt of a Notice and Questionnaire (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is thirty (30) Business Days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 2(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date; and provided further, that the Company shall not be obligated to file more than one (1) post-effective amendment or supplement in any twenty (20) day period following the date the Shelf Registration Statement is declared effective for the purpose of naming Holders as selling securityholders who were not named in the Shelf Registration Statement at the time of effectiveness. Any Holder who, subsequent to the date the Registration Statement is declared effective, provides a Notice and Questionnaire required by this Section 1(d) pursuant to the provisions of this Section (whether or not such Holder has supplied the Notice and Questionnaire at the time the Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement and related prospectus in accordance with the requirements of this Section 1(d).
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as shall promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the first date of original issuance of the Notes (such 90th day being a "FILING DEADLINE")) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 180 days after the first date of original issuance of the Notes (such 180th day being an "EFFECTIVENESS DEADLINE") a registration statement on Form S-3 (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereofherein) 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the an Initial PurchasersPurchaser) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company ) (in any such case, such period being called the "Shelf Registration PeriodSHELF 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so only in accordance with this Section 1(d) and Section 2(b). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a written notice, substantially in the form of Annex A to the Offering Circular (a "NOTICE AND QUESTIONNAIRE") to the Company at least five (5) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement (each such Holder delivering the Notice and Questionnaire, a "NOTICE HOLDER"). From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i); provided that if such Notice and Questionnaire is delivered
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more later than 90 calendar days after so required or requested pursuant to this Section 1) following the Closing Date, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Electing Holders thereof from time to time in accordance with the methods of distribution set forth elected by such Holders and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act no later than 180 calendar days following the Closing Date; provided, however, that the Company may, upon written notice to all Electing Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole or would impede the consummation of a proposed or pending material business transaction; provided, further, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 is an Electing Holder.
(b) The Company shall use its commercially reasonable best efforts efforts:
(i) to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the provisions of Section 3(j) hereto, in order to permit the prospectus included therein Prospectus forming a part thereof to be usable by Electing Holders until the earliest of (1) the sale of all Registrable Securities of Electing Holders registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Act with respect to all Registrable Securities held by Persons that are not Affiliates of the Company; (3) two years from the last date of original issuance of any Registrable Securities; and (4) the date when there are no Registrable Securities outstanding (such period being referred to herein as the "ProspectusEffectiveness Period"); and
(ii) if at any time the Securities, pursuant to Article X of the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such securities to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by included in the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under no later than the date on which the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any may then be convertible into such case, such period being called the "Shelf Registration Period")securities. 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 Effectiveness Period if it the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of paragraph 3(j) below or (B) permitted pursuant to Section 2(h)2(c) below.
(c) Notwithstanding The Company may suspend the use of the Prospectus for a period not to exceed 45 days in any other provisions 90-day period or an aggregate of this Agreement 90 days in any 12-month period, during the period beginning on the issue date and ending on or prior to the contrarysecond anniversary of the last issue date of any Debentures (each, a "Suspension Period") if the Board of Directors of the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as have determined in good faith that because of valid business reasons (not including avoidance of the effective date Company's obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Shelf Registration StatementCompany to suspend such use, amendment or supplementand prior to suspending such use the Company provides the Electing Holders with written notice of such suspension, (i) to comply in all material respects with which notice need not specify the applicable requirements nature of the Securities Act and the rules and regulations of the Commission and (ii) not event giving rise to contain any 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, in light of the circumstances under which they were made, not misleadingsuch suspension.
Appears in 1 contract
Samples: Registration Rights Agreement (International Game Technology)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 45 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use commercially reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as reasonably practicable thereafter (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the “Effectiveness Period”) of:
(A) two (2) years after the date hereof; provided, that such period shall be extended to the extent the Issuer shall not have notified the Holder of its willingness to remove the restricted securities legends placed on such securities as required by the terms of the Indenture upon the request of the Holder; or
(B) such shorter period that will terminate when (w) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto; provided, that the Issuer shall have notified the Holder of its willingness to remove the restricted securities legends placed on such securities as required by the terms of the Indenture upon the request of the Holders, (x) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise), (iiy) not all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold or (z) all Notes and Conversion Shares cease to contain be Transfer Restricted Securities.
(b) No Holder of Transfer Restricted Securities may include any untrue statement of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 15th day after becoming a material fact party to this Agreement (the “Questionnaire Deadline”), a complete and accurate questionnaire in substantially the form of Exhibit A hereto and such other information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Nektar Therapeutics)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, :
(i) as promptly as practicable (but in no event more than 90 ninety (90) days after so required or requested pursuant to this Section 1the Closing Date) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended or any similar rule that may be adopted by the Commission (the "Securities Act") (hereinafter“Shelf Registration Statement”), which Shelf Registration Statement shall provide for the "Shelf Registration"); PROVIDEDregistration and resales, HOWEVERon a continuous or delayed basis, that no Holder (other than the Initial Purchasers) shall be entitled to have the of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;
(ii) use its reasonable best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective under the Securities Act by all the provisions of this Agreement applicable to such Holder.Commission not later than one hundred eighty (180) days after the date hereof (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to Section 2(b), to the relevant Securitiesbenefit of this Agreement and (B) it conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period of two years (or for such longer period if extended pursuant to Section 2(h) belowthe “Effectiveness Period”) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) is declared effective by the Commission until the date when the Notes and the shares of Common Stock issuable upon conversion thereof have been sold pursuant thereto or (ii) may ceased to be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period")Transfer Restricted Securities. 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 Effectiveness 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 Securities securities at any time during that periodthe Effectiveness Period, unless such action is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including the acquisition or divestiture of any event contemplated assets, and (y) permitted by Section 2(b)(v4(b)(ii) belowhereof.
(b) No less than thirty (30) days prior to the Effectiveness Target Date, the Company shall mail the Notice and Questionnaire to the Holders. At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date twenty (20) days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the Company thereafter complies related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the requirements Company’s securityholders (other than the Holders of Section 2(h)Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) Notwithstanding If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of this Agreement any order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the contraryregistration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) 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, Statement or such amendment or supplement, and any Issuer Free Writing Prospectus, as of the date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act, 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 and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made, ) not misleading.
(f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least twenty (20) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) twenty (20) Business Days after such date (but no earlier than twenty (20) Business Days after effectiveness) or (y) twenty (20) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within twenty (20) Business Days of such delivery date:
(i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is twenty (20) Business Days after the date such post-effective amendment is required by this clause to be filed;
(ii) provide such Holder copies of the documents filed pursuant to Section 2(e)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Triumph Group Inc /)
Shelf Registration. The Company shall take the following actions:
(a) The After (i) the later of (A) completion of the Tender Offer (as defined in the Purchase Agreement) and (B) October 17, 2008, and (ii) so long as the Purchaser Holders hold at least 30% of the Registrable Securities acquired by them on the date hereof, upon the receipt of a Purchaser Request requesting a Shelf Registration, the Company shall, at its costwithin five (5) days of the receipt thereof, prepare give written notice of such request to all Purchaser Holders and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant subject to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter limitations below, shall use its commercially reasonable best efforts to cause prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) with the SEC a “Shelf” Registration Statement covering the resale of all Registrable Securities then held by the Purchasers for an offering to be declared effective as soon as practicable made on a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time continuous basis pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 Holder415.
(b) After (i) the Release Date, (ii) the later of (A) completion of the Tender Offer (as defined in the Purchase Agreement) and (B) October 17, 2008, and (iii) the Purchasers no longer hold at least 30% of the Registrable Securities acquired by them on the date hereof, upon the receipt of a Registration Request requesting a Shelf Registration, the Company shall, within five (5) days of the receipt thereof, give written notice of such request to all Founders and, subject to the limitations below, shall use its reasonable best efforts to prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) with the SEC a “Shelf” Registration Statement covering the resale of all Registrable Securities then held by the Founders for an offering to be made on a continuous basis pursuant to Rule 415.
(c) Any Shelf Registration Statement filed pursuant to this Section 2 shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders of a majority of the Registrable Securities participating in the Shelf Registration may consent) and shall contain (except if otherwise directed by a majority in interest of the Holders of Registrable Securities participating in the Shelf Registration) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof; and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep the Shelf such Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities are eligible for sale under Rule 144 without any volume, manner of sale or any successor rule therefore), assuming for this purpose that other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration “Effectiveness Period"”). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the SEC that a Registration Statement has been declared effective.
(d) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be deemed not to have used made on a delayed or continuous basis under the provisions of Rule 415 as a result of a characterization by the SEC of the transaction described by the Registration Statement as a primary offering by the Company, the Company shall use its commercially reasonable best efforts to keep persuade the Shelf SEC that the offering contemplated by the Registration Statement effective during is a valid secondary offering and not an offering “by or on behalf of the requisite period if it voluntarily takes any action that would result issuer” as defined in Rule 415. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2, the SEC refuses to alter its position, the Company shall, upon obtaining consent of the Holders of a majority of the Registrable Securities covered thereby not being able to offer and sell such Securities during that periodparticipating in the Registration Statement, unless such action is (i) required remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415. Any Registrable Securities not able to be included in a Registration Statement filed pursuant to this Section 2 shall reduce the number of Registrable Securities of each Holder covered by such Registration Statement on a pro-rata basis based on the number of Registrable Securities purchased by each such Holder and the Company shall have no liability to any Holder as a result of the Registration Statement covering less than all of the Registrable Securities under the circumstances described in this proviso. Within nine (9) months, or such earlier time as permitted by the SEC, of the initial registration filed hereunder being declared effective, the Company shall file an additional registration statement containing the Cut Back Shares. With regard to the new Registration Statement, all of the provisions of this Section 2 shall again be applicable law to the Cut Back Shares.
(e) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2, (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) taken if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request or Registration Request, as the case may be, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) 90 days after the filing of such registration statement; provided, however, that in good faith and the case of clause (ii), the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for valid business reasons upon the occurrence avoidance of any event contemplated by Section 2(b)(vdoubt, this clause (ii) belowshall be incremental to, and not in lieu of, the Company thereafter complies with the requirements of Section 2(h)Company’s relief from its shelf registration obligation under clause (i) above.
(cf) Notwithstanding any other provisions of this Agreement the foregoing, if the Company shall furnish to the contraryapplicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement’s effectiveness, the Company shall cause have the Shelf right to suspend such effectiveness for a period of not more than sixty (60) days in the aggregate after receipt of the Purchaser Request or Registration Statement and the Prospectus and any amendment or supplement theretoRequest, as of the effective date of case may be; provided, however, that the Shelf Registration Statement, amendment or supplement, Company may not utilize this right more than twice in any twelve (i12) 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingmonth period.
Appears in 1 contract
Samples: Registration Rights Agreement (Stream Global Services, Inc.)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with and the Securities and Exchange Commission (the "Commission") and thereafter Subsidiary Guarantors shall use its commercially their reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (file with the "Commission, or otherwise designate an existing Shelf Registration Statement") covering Statement filed with the Commission, no later than 120 calendar days following the Closing Date, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 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 and, thereafter, the Company and the Subsidiary Guarantors, jointly and severally, agree to use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective (or, if previously effective, designated) under the Securities Act no later than 180 calendar days following the Closing Date; provided, however, that the Company and the Subsidiary Guarantors may, upon written notice to all Holders, postpone having the Shelf Registration Statement declared effective (or, if previously effective, designated) for a reasonable period not to exceed 90 days if the Company or any of the Subsidiary Guarantors possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole; provided, further, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder is an Electing Holder who agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) The Company and the Subsidiary Guarantors shall use its commercially their reasonable best efforts efforts:
(i) to keep the Shelf Registration Statement continuously continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders earliest of (1) the sale of all outstanding Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the relevant Securities, for a period referred to in Rule 144(k) of the Securities with respect to all Registrable Securities held by Persons that are not Affiliates of the Company; and (3) two years (or for such longer period if extended pursuant to Section 2(h) below) from the date (the “Effective Date”) such Shelf Registration Statement is declared effective (or, if previously effective, designated) (such period being referred to herein as the “Effectiveness Period”);
(ii) after the Effective Time of its effectiveness the Shelf Registration Statement, promptly upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof; and
(iii) if at any time the Securities, pursuant to the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such shorter period that will terminate when all the Securities covered by securities to be included in the Shelf Registration Statement (ior a new Shelf Registration Statement) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under no later than the date on which the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any may then be convertible into such case, such period being called the "Shelf Registration Period")securities. The Company and the Subsidiary Guarantors shall be deemed not to have used its commercially their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Company or any of the Subsidiary Guarantors voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies and the Subsidiary Guarantors thereafter promptly comply with the requirements of paragraph 3(j) below or (B) permitted pursuant to Section 2(h)2(c) below.
(c) Notwithstanding The Company and the Subsidiary Guarantors may suspend the use of the Prospectus for a period (a “Suspension Period”) not to exceed 30 days in any other provisions 90-day period or an aggregate of this Agreement to 90 days in any 12-month period if the contrary, Board of Directors of the Company shall cause have determined in good faith that because of valid business reasons (not including avoidance of the Shelf Registration Statement Company’s and the Prospectus Subsidiary 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 Company and the Subsidiary Guarantors to suspend such use, and prior to suspending such use the Company and the Subsidiary Guarantors provide the Holders with written notice of such suspension, which notice need not specify the nature of the Shelf Registration Statement, amendment or supplement, (i) event giving rise 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch suspension.
Appears in 1 contract
Samples: Registration Rights Agreement (Asbury Automotive Group Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant and use its best efforts to this Section 1) file with the Securities and Exchange Commission (the "“Commission"”) within 120 days after the first date of issuance of the Initial Securities, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 210 calendar days after the first date of issuance of the Initial Securities a registration statement on Form S-3 S-1 (the "“Shelf Registration Statement"”) covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) 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 (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 (Citadel Broadcasting Corp)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, As soon as promptly as reasonably practicable (but no later than ten (10) Business Days) after the Company becomes eligible to file an “automatic shelf registration statement” (as defined in no event more than 90 days after so required or requested pursuant to this Section 1) Rule 405), and if the Company is a “well-known seasoned issuer” (as defined in Rule 405), then the Company shall file with the Securities and Exchange Commission (a Shelf Registration Statement in the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a form of an automatic shelf registration statement on Form S-3 (the "Shelf Registration Statement") covering relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof Holder from time to time in accordance with the methods of distribution elected by the Holder and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless and, thereafter, shall use its commercially reasonable efforts to cause such Holder agrees in writing Shelf Registration Statement to become or be bound by all declared effective under the provisions of this Agreement applicable to such HolderSecurities Act.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Holders Holder until the earliest of: (1) the sale of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by registered under the Shelf Registration Statement Statement; (i2) have been sold pursuant thereto or (ii) may be sold the six-month anniversary of the date hereof if, at such time, the Registrable Securities are tradable by United Mining without restriction pursuant to Rule 144(k144; and (3) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates one-year anniversary of the Company date hereof (in any such case, such period being called referred to herein as the "Shelf Registration “Effectiveness 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 the Company voluntarily takes any action that would result in Holders the Holder of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section 2(h)3(j) below or (B) permitted pursuant to Section 2(c) below.
(c) Notwithstanding any other provisions The Company may suspend the use of this Agreement the Prospectus for up to four (4) periods not to exceed 10 consecutive days per period or an aggregate of 30 days during the contraryEffectiveness Period, if the Board of Directors of the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as have determined in good faith that because of valid business reasons (not including avoidance of the effective date Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Shelf Registration StatementCompany to suspend such use, amendment or supplementand prior to suspending such use the Company provides the Holder with ten (10) Business Days’ prior written notice of such suspension, (i) to comply in all material respects with which notice need not specify the applicable requirements nature of the Securities Act and the rules and regulations of the Commission and (ii) not event giving rise to contain any 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, in light of the circumstances under which they were made, not misleadingsuch suspension.
Appears in 1 contract
Samples: Registration Rights Agreement (Cleveland Cliffs Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than on or prior to 90 calendar days after so required or requested pursuant to this Section 1) the Closing Date (as defined in the Purchase Agreement), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities and, thereafter, shall use its reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the later of: (i) 180 calendar days after the Closing Date and (ii) 45 days after the first to occur of (A) the termination of the Agreement and Plan of Merger, dated as defined in Section 5 hereofof June 16, 2003, between the Company and Novuspharma S.p.A. (the “Merger Agreement”) and (B) the consummation of the merger transaction contemplated by the Holders thereof from time Merger Agreement; provided, however, that the Company may, upon written notice to time all the Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 60 days if the Company is in accordance with possession of material non-public information, the methods disclosure of distribution set forth which would have a material adverse effect on the business, operations, properties, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; provided further, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 is an Electing Holder.
(b) The Company shall use its commercially reasonable best efforts efforts:
(i) to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus to be lawfully delivered usable by holders for resales of Registrable Securities until the Holders earlier of (A) the sale under the shelf Registration Statement of all the Registrable Securities registered thereunder and (B) the expiration of the relevant Securities, for a holding period of two years (or for applicable to such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period Registrable Securities held by persons that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company under Rule 144(k) of the Securities Act or any successor previously subject to specific permitted exceptions (in any such case, such period being called referred to herein as the "“Effectiveness Period”);
(ii) after the Effective Time, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as a selling securityholder in the Shelf Registration Period"). The Statement; provided, however, that nothing in this subparagraph shall relieve such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a) (ii) hereof; and
(iii) if at any time the Securities are convertible into securities other than Common Stock pursuant to Article Ten of the Indenture, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be deemed not to have used its commercially reasonable best efforts to keep included in the Shelf Registration Statement effective during no later than 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 on which 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 may then be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingconvertible into such securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Cell Therapeutics Inc)
Shelf Registration. The Company shall take the following actions:
(a) The At such time as the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant is able to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) F-3 under the Securities Act (or any successor rule therefore)or similar form) for sales of Registrable Shares by a Holder, assuming for this purpose that at the request of one or more Holders thereof are not affiliates of the lesser of (A) a number of Registrable Shares equal to at least 25% of the number of Registrable Shares as of the date hereof or (B) Registrable Shares having an aggregate market value of at least $10 million at the time of request, the Company shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Shares for which it receives requests in accordance with Section 2(a) (in any such case, such period being called the "“Shelf Registration Period"Registration”). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) three (3) years following the date on which such Registration Statement first becomes effective (but one (1) year if the Company is not able to continue to use Form F-3 under the Securities Act (or any successor or similar form)), and (ii) the date on which all Registrable Shares covered by such Registration Statement have been sold, and the distribution contemplated thereby has been completed, or have become freely saleable pursuant to Rule 144 without restriction or limitation on volume or manner of sale.
(b) The Shelf Registration Statement 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 sale pursuant to the Shelf Registration Statement effective during the requisite period if it voluntarily takes pursuant to this Section 3 may or may not be underwritten; provided, however, that (i) Holders may request any action that would result underwritten takedown only to be effected as a Demand Registration (in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodwhich event, unless such action is (iDemand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject to Section 2(b)) required by applicable law or (ii) taken by the Company Holders may request an unlimited number of underwritten takedowns to be effected in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies accordance with the requirements terms of Section 2(h)4.
(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 of Registrable Shares offering to each such Holder the opportunity to have any or all of the Registrable Shares held by such Holder included in such registration statement. Each Holder of Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in writing within fifteen (15) days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Shares so requested to be included therein.
(d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock.
(e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the 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 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 (Crude Carriers Corp.)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to the date of this Section 1Agreement) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable after it has filed a registration statement on Form S-3 or, if Form S-3 is not available, on an appropriate form under the Securities Act (the "Shelf Registration Statement") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) 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 (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness this 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) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Each Holder of Transfer Restricted Securities agrees, by its acquisition of Transfer Restricted Securities, that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 1(d) and Section 2(h). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a written notice, substantially in the form of Annex A to the Offering Circular (a "Notice and Questionnaire") to the Company at least five (5) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. Any Holder who does not complete and deliver a Notice and Questionnaire to the Company will not be permitted to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested has prepared and filed with the SEC a Registration Statement on Form F-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be Rule 415, which Registration Statement was declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933by the SEC on March 11, as amended 2009 (the "Securities Act") (hereinafter“Effectiveness Date”). Subject to the terms of this Shareholders’ Agreement, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 such Registration Statement continuously effective in order to permit under the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from Securities Act until the date of its effectiveness or such shorter period that will terminate when on which (A) all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto sold, or (ii) may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to SOF and to the Company’s transfer agent and (in any such case, such period being called B) after receipt by SOF of unlegended certificates representing freely transferable Shares from the "Shelf Registration transfer agent (the “Effectiveness Period"”). The Company shall be deemed not After receipt of such opinion letter, all Parties agree to have used its commercially use reasonable best efforts to keep cooperate in providing the Shelf transfer agent with all documents reasonably necessary for delivery of such unlegended certificates.
(b) If after the Effectiveness Date, a Registration Statement or Statements, as the case may be, ceases or cease for any reason to remain continuously effective as to all Registrable Securities for which it or they is or are required to be effective, or SOF is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, in either case, for more than thirty (30) consecutive Trading Days or more than an aggregate of sixty (60) Trading Days during the requisite any twelve (12) month period (which need not be consecutive calendar days) (any such failure or event being referred to as an “Event”), then APWC and PEWC agree that SOF will suffer irreparable damages 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 (i) required by applicable law or (ii) taken by the Company fails to meet its obligations in good faith this Section 6.1 and for valid business reasons that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Put Right described in Section 6.6 hereof shall become immediately exercisable upon the occurrence of any event contemplated by Section 2(b)(v) below, such Event and the Company thereafter complies with the requirements of Section 2(h)shall continue so long as such Event has not been cured.
(c) Notwithstanding any other provisions From and after the date of this Shareholders’ Agreement to until the contraryend of the Effectiveness Period, without the prior written consent of SOF, which consent shall not be unreasonably withheld or delayed, the Company shall cause the Shelf Registration Statement and the Prospectus and not enter into an agreement that grants a holder or prospective holder of any amendment or supplement thereto, as securities of the effective date of the Shelf Registration Statement, amendment Company demand or supplement, (i) incidental registration rights that by their terms are not subordinate to comply in all material respects or pari passu with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not registration rights granted to contain any 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, SOF in light of the circumstances under which they were made, not misleadingthis Shareholders’ Agreement.
Appears in 1 contract
Samples: Shareholders Agreement (Asia Pacific Wire & Cable Corp LTD)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than within 90 calendar days after so required or requested pursuant to this Section 1) the First Time of Delivery (as defined in the Purchase Agreement), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act as defined in Section 5 hereof) by promptly as practicable but not later than 180 calendar days after the Holders thereof from time First Time of Delivery; provided, however, that no holder shall be entitled to time in accordance with the methods of distribution set forth be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees holder is in writing to be bound by all the provisions of this Agreement applicable to such Holdercompliance with Section 3(a) hereof.
(b) The Company shall use its commercially reasonable best efforts to efforts:
(i) To keep the Shelf Registration Statement continuously effective (subject to the provisions of Section 2(c) hereof) in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders holders for resales of the relevant Securities, Registrable Securities for a period of two three years (or for such longer period if extended pursuant to Section 2(h) below) from the date later of its effectiveness (x) the Effective Time of the Shelf Registration Statement and (y) the last Time of Delivery (as defined in the Purchase Agreement), or such shorter period that will terminate (A) when all the Registrable Securities that are covered by the Shelf Registration Statement (i) have been sold transferred pursuant thereto to the Shelf Registration Statement or have been transferred pursuant to Rule 144 under the Act or otherwise transferred in a manner that results in delivery of a new security not subject to transfer restrictions under the Act as provided by the Indenture and (iiB) when, in the written opinion of counsel to the Company, all outstanding Registrable Securities held by persons that are not Affiliates of the Company may be sold resold without registration under the Act pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that or analogous provision thereto and the Holders thereof are not affiliates legend prescribed by the first paragraph of Section 2.2 of the Company Indenture has been removed from such Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"). The ;
(ii) Subject to the provisions of Section 3(a) hereof, after the effectiveness of the Shelf Registration Statement, promptly upon the request of any Electing Holder, to take any action reasonably necessary to register the sale of any Registrable Securities of such Electing Holder, including, without limitation, any action necessary to identify such Electing Holder as a selling securityholder in a Prospectus supplement; and
(iii) If at any time, the Securities, pursuant to Article Twelve of the Indenture, are convertible into securities other than the Common Stock, the Company shall, or shall cause any successor issuer under the Indenture to, cause such securities to be deemed not to have used its commercially reasonable best efforts to keep included in the Shelf Registration Statement effective during no later than the requisite period if it voluntarily takes any action that would result in Holders of date on which the Securities covered thereby not being able to offer and sell may then be convertible into such Securities during that periodsecurities. No later than such date, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith shall cause any such successor issuer to execute and deliver a written agreement to the Trustee under the Indenture, for valid business reasons upon the occurrence benefit of any event contemplated by Section 2(b)(v) belowthe Holders, and providing such Holders with the benefits provided to them under this Agreement, but with respect to such other securities (treating the issuer of such other securities as the Company thereafter complies with the requirements of Section 2(hfor this purpose).
(c) Notwithstanding the foregoing, the Company may, during the Effectiveness Period, suspend the use of the Prospectus for a period not to exceed 90 days (whether or not consecutive) in any 12-month period if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company's obligations hereunder), including mergers or other provisions business combination transactions, the acquisition or divestiture of this Agreement assets, pending corporate developments and similar events, it is in the best interests of the Company to suspend such use, and prior to or contemporaneously with suspending such use the contraryCompany provides the holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension. At the end of any such suspension period, the Company shall cause provide the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as holders with written notice of the effective date termination 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch suspension.
Appears in 1 contract
Samples: Registration Rights Agreement (Cuc International Inc /De/)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more No later than 90 60 days after so required or requested pursuant to this Section 1) the Closing Date, Onyx shall prepare and file with the Securities and Exchange Commission (the "CommissionSEC") and thereafter a registration --- statement on Form S-3 or the shortest form of registration statement then available for use by Onyx (the "Registration Statement") registering for resale ---------------------- the Registrable Securities issued to the Holder pursuant to Section 1.3(a)(i) of the Purchase Agreement, which sales may be effected from time to time on the Nasdaq National Market or in privately negotiated transactions. Onyx shall use its commercially reasonable best efforts to cause the Registration Statement to (i) be declared effective by the SEC as soon as practicable after filing and (ii) remain effective until the earlier of (A) one year after the Closing Date and (B) the date on which all of the Registrable Securities covered by the Registration Statement have been sold. This period of effectiveness of the Registration Statement shall be referred to herein as the "Selling Period" for -------------- the Registrable Securities registered thereon.
(b) No later than 30 days after the issuance of shares of Onyx Common Stock, if any, to the Holder pursuant to Section 1.3(a)(ii) of the Purchase Agreement, Onyx shall prepare and file with the SEC a registration statement on Form S-3 or the shortest form of registration statement then available for use by Onyx (the "Shelf Second Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof registering for resale such ----------------------------- Registrable Securities, which sales may be effected from time to time on the Nasdaq National Market or in accordance with privately negotiated transactions. Onyx shall use commercially reasonable efforts to cause the methods of distribution set forth in the Shelf Second Registration Statement and Rule 415 under the Securities Act of 1933, as amended to (the "Securities Act"i) (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 declared effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders SEC as soon as practicable after filing and (ii) remain effective until the earlier of (A) the first anniversary of the relevant Securities, for a period issuance of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Second Registration Statement and (iB) the date on which all such Registrable Securities have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates sold. This period of effectiveness of the Company (in any such case, such period being called Second Registration Statement shall be referred to herein as the "Shelf Registration Selling Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep " for 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)-------------- registered thereon.
(c) Onyx shall not be obligated to effect any such registration pursuant to this Section 2.1 if Onyx shall furnish to the Holder a certificate signed by the president, chief executive officer or chief financial officer of Onyx stating that: (A) in the good-faith judgment of Onyx's Board of Directors, effectuating a registration would be materially detrimental to Onyx and its shareholders or (B) there exists a Disclosure Condition, in which event Onyx shall have the right to defer the filing of either the Registration Statement or the Second Registration Statement, as applicable, until the filing would no longer be detrimental or until disclosure is made, but in no event later than 60 days after the date of such certificate (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof); provided, however, that Onyx may not so delay the filing at any time -------- ------- during which Onyx is publicly selling shares of its capital stock; and provided -------- further, that the applicable Selling Period shall be extended by the number of ------- days by which the initial filing of the Registration Statement or, as applicable, the Second Registration Statement was so delayed.
(d) Notwithstanding any other provisions provision of this Agreement Agreement, Onyx shall have the right, in its sole discretion, to include shares of Onyx Common Stock held by other selling shareholders on either the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment the Second Registration Statement, 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingboth.
Appears in 1 contract
Samples: Registration Rights Agreement (Onyx Software Corp/Wa)
Shelf Registration. The (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Issuers are not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 210 days following the original issue of the Registrable Securities or the Exchange Offer is not consummated within 240 days after the original issue of the Registrable Securities, (iii) upon the written request of any of the Initial Purchasers with respect to Registrable Securities held by such Initial Purchasers that were acquired by such Initial Purchasers directly from the Company shall take or (iv) if a Holder is not permitted to participate in the following actionsExchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, then in case of each of clauses (i) through (iv) the Issuers shall, at their cost:
(a) The Company shallUse their reasonable best efforts, at its cost, prepare and, as promptly as practicable prior to the later of (but in no event more than 90 x) 120 days after so required the Issue Date or requested pursuant to this Section 1(y) 30 days after such filing obligation arises, file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially their reasonable best efforts to cause to be declared effective as soon promptly as practicable but no later than 180 days after such filing obligation arises, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by set forth in 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 commercially Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") 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 2(h) below) from the date of its effectiveness 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 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 and sell such Securities during that period, unless such action is (i) the extent required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies to permit dealers to comply with the applicable prospectus delivery requirements of Section 2(h)Rule 174 under the 1933 Act and as otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use their best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the 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 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 Issuers by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) 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 thereintherein 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), and in each case, other than with respect to Holder’s Information that the Issuer does not know to be false, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Issuers shall not permit any securities other than Registrable Securities or any Additional Notes (as defined in the Indenture) 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 Registrable Securities registered pursuant to 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 (Mylan Laboratories Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company and the Trust shall, at its cost, prepare and, as promptly as practicable (but in no event more later than 90 calendar days after so required or requested pursuant to this Section 1) following the Closing Date, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) 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 and Rule 415 and, thereafter, shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act of 1933, as amended (no later than 180 calendar days following the "Securities Act") (hereinafter, the "Shelf Registration")Closing Date; PROVIDED, HOWEVER, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole; PROVIDED FURTHER, that no Holder (other than the Initial Purchasers) 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 to be bound by all the provisions of this Agreement applicable to such is an Electing Holder.
(b) The Company and the Trust shall each use its commercially reasonable best efforts to efforts:
(i) To keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be usable by Holders until the earliest of (1) the sale of all Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Act or any successor provision thereto with respect to all Registrable Securities held by Persons that are not Affiliates of the Company; and (3) two years from the Effective Time (such period being referred to herein as the "ProspectusEffectiveness Period");
(ii) After the Effective Time of the Shelf Registration Statement, promptly upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; PROVIDED, HOWEVER, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(2) hereof; and
(iii) If at any time the Preferred Securities or the Debentures are convertible into securities other than Common Stock, the Company and the Trust shall, or shall cause any successor under the Trust Agreement or the Indenture, as the case may be, to, cause such securities to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by included in the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under no later than the date on which the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any may then be convertible into such case, such period being called the "Shelf Registration Period")securities. The Company and the Trust shall each be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it either the Trust or the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is permitted pursuant to subparagraph (ic) below or is required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section 2(h)paragraph 3(j) below.
(c) Notwithstanding The Company may suspend the use of the Prospectus for a period not to exceed 30 days in any other provisions 90-day period or an aggregate of this Agreement to 90 days in any 12-month period if the contrary, Board of Directors of the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as have determined in good faith that because of valid business reasons (not including avoidance of the effective date Company's obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Shelf Registration StatementCompany to suspend such use, amendment or supplementand prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension. Each suspension period, with respect to each Holder, shall begin on the date following the date written notice of such suspension is received by such Holder and shall end on the earlier of (i) to comply in all material respects with the applicable requirements of date such Holder receives from the Securities Act and the rules and regulations of the Commission Company a written notice that such suspension has been terminated and (ii) not to contain any untrue statement the 31st calendar day from the date on which the written notice of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingsuspension is received by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Cummins Capital Trust I)
Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 on or before 60 days after so required or requested pursuant to the date of this Section 1) Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable on or prior to 135 days after the Closing Date, a registration statement on Form S-3 the appropriate form (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof5(e) herein) 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 of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) such action is (i) required by applicable law or (ii) upon the occurrence of any event contemplated by paragraph 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section paragraph 2(h)) below if the Company has determined in good faith that there are no material legal or commercial impediments in so doing.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (other than information required to be supplied by the selling
(i) the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) thereto 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 not to contain any contain, when it becomes effective, 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 a part of the Shelf Registration Statement, and any amendment or supplement to such prospectus, not to contain, as of the date of such prospectus or amendment or supplement, 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) The Company shall, from time to time, cause a shelf registration statement to be filed to cover additional shares of Common Stock issued in payment of dividends, if any, as permitted in accordance with the terms of the Convertible Preferred Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Telesystems Group Inc)
Shelf Registration. The If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Trust and the Company determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof, or (ii) the Company shall take 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, or (iii) for any reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Closing Date, the following actionsprovisions shall apply:
(a) The Trust and the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 60 days after so required or requested the earliest of a Company determination pursuant to this Section 1clause (i) or (ii) above or the 180th day after the Closing Date), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable their best efforts to cause to be declared effective as soon as practicable under the Act a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 Trust and the Company shall use its commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two three years (or for or, if Rule144(k) is amended to provide a shorter restrictive period, such longer period if extended pursuant to Section 2(h) belowshorter period) from the date of its effectiveness Closing Date, or such shorter period that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company Shelf Registration Statement (in any such anysuch case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more than 90 days after so required or requested pursuant to this Section 1i) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective prepare and file, as soon as practicable but not later than 60 days after the date hereof (the “Shelf Filing Deadline”), a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "“Shelf Registration Statement") covering the offer and sale ”), which Shelf Registration Statement shall provide for resales of the all Transfer Restricted Securities (as defined in held by Holders that have provided the information required pursuant to the terms of Section 5 4(d) hereof) , and the Shelf Registration Statement shall include at least 105% of the number of shares of Common Stock issuable upon conversion of the Notes by the Holders thereof from time to time in accordance with Section 4(e) of the methods of distribution set forth Purchase Agreement;
(ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as promptly as practicable, but in no event later than 90 days after the date hereof (the “Effectiveness Target Date”); provided, however, that if the Commission reviews the Shelf Registration Statement and Rule 415 under requires the Securities Act of 1933, as amended (the "Securities Act") (hereinafterIssuer to make modifications thereto, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Effectiveness Target Date shall be entitled extended to have 120 days after 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.date hereof; and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the “Effectiveness Period”) of:
(1) two years following the last date of original issuance of Notes; or
(2) such shorter period that will terminate when (W) all of the Holders of Transfer Restricted Securities (other than any Holders who are “affiliates” of the Issuer as such term is defined in Rule 144(k) promulgated under the Securities Act) are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto (provided, that the Company shall have delivered to its transfer agent instructions, together with an opinion of counsel, instructing the transfer agent to remove the restrictive legends from the Transfer Restricted Securities), (X) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise), (Y) when all Transfer Restricted Securities have been either (i) transferred under Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, or (ii) not sold pursuant to contain a registration statement.
(b) [Reserved.]
(c) The initial number of shares of Common Stock issuable upon conversion of the Notes included in the Shelf Registration Statement and each increase in the number of such shares included therein shall be allocated pro rata among the Holders based on the number of such shares (determined as if all of the Notes held by Holders then outstanding have been converted into shares of Common Stock without regard to any untrue statement limitations on conversion of the Notes) held by each Holder at the time the Shelf Registration Statement covering such initial number of shares of Common Stock or increase thereof is declared effective by the Commission. In the event that a Holder sells or otherwise transfers any of such Holder’s Transfer Restricted Securities, each transferee shall be allocated the portion of the then remaining number of Transfer Restricted Securities included in such Shelf Registration Statement allocable to the transferor. In no event shall the Issuer include any securities other than Transfer Restricted Securities on any Registration Statement without the prior written consent of the Majority of Holders.
(d) In the event the number of shares of Common Stock registered under the Shelf Registration Statement filed pursuant to Section 2(a) of this Agreement is insufficient to cover all of the shares of Common Stock issuable upon conversion of the Notes or all of a material fact Holder’s allocated portion of the such shares pursuant to Section 2(c) of this Agreement, the Issuer shall amend the Shelf Registration Statement, or omit file a new registration statement (on the short form available therefor, if applicable), or both, so as to state cover at least one hundred five percent (105%) of the number of such shares of Common Stock as of the trading day immediately preceding the date of the filing of such amendment and/or new registration statement, in each case, as soon as practicable, but in no event later than fifteen (15) Business Days after the necessity therefor arises. The Issuer shall use its reasonable best efforts to cause such amendment and/or new registration statement to become effective as soon as practicable following the filing thereof. The calculation of the number of shares sufficient to cover all of the shares of Common Stock issuable upon conversion of the Notes shall be made without regard to any limitations on the conversion of the Notes, and such calculation shall assume that all of the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes). Notwithstanding anything herein to the contrary, if the amendment to the Shelf Registration Statement or new registration statement required by this Section 2(d) relates to a material fact required number of shares of Common Stock issuable upon conversion of the Notes equal to or greater than ten percent (10%) of the number of such shares as of the trading day immediately preceding the date of the filing of such amendment and/or new registration statement, such amendment or new registration statement shall be stated therein declared effective by the Commission not later than 30 calendar days after the filing date thereof; provided, however, that if the Commission reviews such amendment or necessary new registration statement and requires the Issuer to make modifications thereto, then this deadline shall be extended to 90 calendar days after the statements thereinfiling date.
(e) The Issuer shall submit to the Commission, within two (2) business days after the Issuer learns that no review of the Shelf Registration Statement will be made by the staff of the Commission or that the staff has no further comments on the Shelf Registration Statement, as the case may be, a request for acceleration of effectiveness of the Shelf Registration Statement to a time and date not later than 48 hours after the submission of such request; provided however, the Issuer may delay the submission of the request for acceleration (or delay the effectiveness of the Shelf Registration Statement) for up to ten (10) days if the Issuer has material non-public information concerning the Issuer if the disclosure of such information at the time is not, in light the good faith judgment of the circumstances under which they were madeBoard of Directors of the Issuer, in the best interests of the Issuer; provided, further however, that the Issuer shall promptly notify the Holders in writing of the existence of material non-public information giving rise to a delay in effectiveness (provided that the Issuer shall not misleadingdisclose the content of such material non-public information to the Holders); and provided further that any delay by the Issuer in accordance with this sentence shall not affect the entitlement of a holder to any Registration Delay Payment determined in accordance with Section 4(e).
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Richardson Electronics LTD/De)
Shelf Registration. The Company shall take the following actions:
(a) The Subject to Section 3.4, upon request of the Holder on any date that is at least six months following the earliest of (i) the consummation of an IPO, (ii) the date on which Fiat becomes the owner of a majority of the outstanding equity interests (by vote and value) of the Company shall(determined on a fully diluted basis) and (iii) June 30, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission 2012 (the earliest of such dates, the "CommissionRegistration Trigger"), the Company (x) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective file as soon promptly as reasonably practicable with the SEC a registration statement on Form S-3 (the "Shelf Registration Statement") covering , to the extent available to the Company under applicable Law, relating to the offer and sale of all of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) held by the Holders thereof Holder from time to time in accordance with the methods of distribution elected by the Holder and set forth in the Shelf Registration Statement and (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act of 1933 as promptly as practicable after the filing thereof. If, upon the occurrence of the Registration Trigger, the option to file a Shelf Registration Statement is not available to the Company under applicable Law, upon the option to file a Shelf Registration Statement thereafter becoming available to the Company, the Company shall promptly notify the Holder, and, upon request from the Holder following such notice, will carry out the actions described in (x) and (y) of this paragraph.
(b) Subject to Section 3.4, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act of 1933 in order to permit the Prospectus forming a part thereof to be usable by the Holder until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Securities Act of 1933 (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act of 1933 and Rule 415 174 thereunder) and (ii) the date as of which the Holder is permitted to sell its Registrable Securities without registration pursuant to Rule 144 under the Securities Act of 1933 without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, the "Shelf Period").
(c) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to this Section 3.1 is effective, if the Holder delivers a notice to the Company (a "Shelf Take-Down Notice") stating that the Holder intends to effect an offering of all or part of the Registrable Securities included by the Holder on the Shelf Registration Statement (a "Shelf Offering") and stating the dollar amount of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Offering as contemplated by the Shelf Take-Down Notice (taking into account, in the case of any underwritten public Shelf Offering, the inclusion of Other Securities by any other holders).
(d) Registrable Securities having an aggregate principal amount of at least $200,000,000 or (ii) all of the Registrable Securities then held by such Holder. The aggregate number of Shelf Registration Statements and Demand Registration Statements the Company shall be obligated to file under this Agreement shall not exceed five (5), it being understood that, subject to the limitations set forth in this Section 3. 1(d), the number of takedowns under any such Shelf Registration Statement shall be unlimited. No Shelf Offering shall be required to be made by the Company for a Holder if it is within six (6) months of another registration of securities that included such Holder's Registrable Securities.
(e) The Holder may withdraw its Registrable Securities from a Shelf Offering at any time by providing the Company with written notice. Upon receipt of such written notice, the Company shall cease all efforts to secure registration; provided, however, that such registration shall nonetheless be deemed a Shelf Offering for all purposes hereunder unless (i) the withdrawal is made following the occurrence of a Material Adverse Change not known to the Holder at the time of the Shelf-Take Down Notice, (ii) the withdrawal is made because the registration would require the Company to make an Adverse Disclosure or (iii) the Holder has paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in the preparation, filing and processing of the withdrawn registration.
(f) The Company shall, from time to time, supplement and amend the Shelf Registration Statement if required by the Securities Act of 1933, as amended (including the "Securities Act") (hereinafterrules, regulations or instructions applicable to the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than registration form used by the Initial Purchasers) shall be entitled to have the Securities held by it covered by Company for such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(bg) The Company If an underwritten public Shelf Offering is subject to an Offering Limitation, then there shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective be included in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement offering: (i) have been first, the dollar amount of Registrable Securities requested to be included in such registration by the Holder (up to an aggregate principal amount of $300,000,000), (ii) second, the dollar amount of securities the Company proposes to sell, (iii) third, the dollar amount of Registrable Securities requested to be included in such registration by the Holder that in the opinion of the managing or lead underwriter(s) selected by the Company can be sold pursuant thereto without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clauses (i) or (ii) may above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (iii), and (iv) fourth, the dollar amount of any Other Securities requested to be included therein by the holders thereof that in the opinion of the managing or lead underwriters) selected by the Company can be sold pursuant without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to Rule 144(k) under the Securities Act in clauses (or any successor rule thereforei), assuming (ii) or (iii) above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (iv), and such dollar amount of securities shall be allocated for this purpose that inclusion pro rat and without priority among the Holders thereof are not affiliates holders of all such securities on the basis of the dollar amount of such securities of the Company owned by each such holder.
(in h) the lead or managing underwriters of such Shelf Offering, who shall be reasonably acceptable to the Holder, and the Holder shall have the right to select one or more nationally recognized co-managers (which, for avoidance of doubt, shall not be named or function as lead underwriters or as bookrunners, or otherwise appear on the left-hand side of the cover of any prospectus, prospectus supplement, offering circular or other similar document, with respect to such Shelf Offering) of such Shelf Offering, who shall be reasonably acceptable to the Company. In connection with any such caseunderwritten public Shelf Offering, the Holder and the Company agree that they will each enter into a customary underwriting agreement with the underwriters selected pursuant to the preceding sentence, such period underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Holder and the underwriters (it being called understood that the "Holder shall not be required to make any representations and warranties other than with respect to itself, its ownership of the Registrable Securities and its intended method of distribution thereof and shall not be required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such underwritten Shelf Registration Period"Offering, and any such indemnity shall be limited in amount to the net proceeds of such Shelf Offering actually received by the Holder). The Holder and the Company shall be deemed not agree that all decisions under this Section 3.1 regarding whether an Offering Limitation is necessary (and any related determinations pursuant to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes clause (iii) or (iv) of Section 3. 1(g), other than 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 (i) required by applicable law or determination under clause (ii) taken of Section 3. 1(g), which shall be made in the sole discretion of the co-manager(s) selected by the Company Holder) shall be made in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as sole discretion of the effective date of managing or lead underwriter~s) selected by 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany.
Appears in 1 contract
Samples: Settlement Agreement
Shelf Registration. The Company shall take the following actions:
(ai) The Company shallParent has filed a “shelf” registration statement on Form S-3 relating to delayed or continuous offerings pursuant to Rule 415 under the Securities Act, at its cost, prepare and, as which registration statement became automatically effective upon the filing thereof (the “Shelf Registration”). As promptly as practicable (practicable, but in no event more than 90 days after so required or requested pursuant 10 days, following the Effective Date, the Parent shall file a supplement to this Section 1) file with the Securities and Exchange Commission prospectus that forms a part of the Registration Statement (the "Commission"“Base Prospectus”) and thereafter shall use its commercially reasonable best efforts providing for the resale, subject to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement"Section 3(a)(iv) covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof , from time to time by each of the Sellers and any Permitted Transferee of the Registrable Securities which prospectus supplement (such prospectus supplement and the Base Prospectus together, the “Prospectus”) shall name each of the Sellers and each person identified as a Permitted Transferee as selling securityholders of the Registrable Securities, in such a manner as to permit each of the Sellers and each Permitted Transferee to deliver the Prospectus to purchasers of Registrable Securities in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933applicable law. The Parent shall, as amended (the "Securities Act"subject to Section 3(g) (hereinafterhereof, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 until February 28, 2015 (or, in the event that the Parent renews the Shelf Registration, April 3, 2016) in order to permit the prospectus included therein Prospectus to be usable by Holders during such period (the "Prospectus"“Effectiveness Period”).
(ii) to be lawfully delivered by the Holders of the relevant SecuritiesIf, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from any reason, at any time during the date of its effectiveness or such shorter period that will terminate when all the Securities covered by Effectiveness Period the Shelf Registration Statement (i) have been sold pursuant thereto ceases to be effective under the Securities Act, or (ii) may ceases to be sold pursuant usable for the purposes contemplated hereunder, then the Parent shall use its reasonable best efforts to Rule 144(k) promptly cause the Shelf Registration to become effective or usable under the Securities Act (or including obtaining the prompt withdrawal of any successor rule thereforeorder suspending the effectiveness of such Shelf Registration), assuming for this purpose that and in any event shall, as promptly as reasonably practicable, (A) amend the Holders thereof are not affiliates Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of the Company (in any such case, such period being called the "Shelf Registration Period"or (B) file an additional registration statement or prospectus supplement to a prospectus contained in an existing automatic shelf registration statement, as applicable (a “Subsequent Shelf Registration”), for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registering the resale from time to time by the Sellers of all Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed and such Subsequent Shelf Registration is not an automatic shelf registration statement or a prospectus supplement to a prospectus contained in an existing automatic shelf registration statement, the Parent shall use its commercially reasonable efforts to cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as practicable after such filing, but in no event later than the date that is one hundred eighty (180) days following the date that such Subsequent Shelf Registration is required to be filed with the Commission. The Company Parent shall be deemed not to have used use its commercially reasonable best efforts to keep the such Subsequent Shelf Registration Statement (or another Subsequent Shelf Registration) continuously effective during under the requisite period Securities Act from the date the Subsequent Shelf Registration is declared effective until the end of the Effectiveness Period. Subject to Section 3(a)(iv) hereof, each such Subsequent Shelf Registration, if it voluntarily takes any, shall provide for the registration of such Registrable Securities for resale by each of the Sellers (and, if applicable, any action that would result Permitted Transferee) in Holders accordance with any reasonable method of Securities covered thereby not being able to offer and sell such Securities during that perioddistribution elected by a Seller (and, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of if applicable, any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(hPermitted Transferee).
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Parent shall cause supplement and amend the Shelf Registration Statement and the Prospectus and any amendment or supplement theretoSubsequent Shelf Registration, as of the effective date of case may be, if required by the rules, regulations or instructions applicable to the registration form used by the Parent for such Shelf Registration Statementor Subsequent Shelf Registration, amendment or supplement, (i) to comply in all material respects with the applicable requirements of if required by 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 or, if necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as reasonably requested by one or more Sellers or any Permitted Transferee.
(iv) Notwithstanding anything to the contrary in this Agreement, the Parent shall not be obligated to file or cause to be filed any Prospectus, including any prospectus included in a Subsequent Shelf Registration, that provides for the resale of Registrable Securities by means of an underwritten offering.
Appears in 1 contract
Samples: Stock Restriction and Registration Rights Agreement (Mohawk Industries Inc)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at :
(i) use its cost, prepare and, as promptly as practicable (but in no event more best efforts to not later than the date that is 90 days after so required or requested pursuant the date of the consummation of a "plan of reorganization" under the Bankruptcy Code with respect to this Section 1) file with the Securities and Exchange Commission PG&E (the "CommissionInitial Registration Trigger Date") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (together with any amendments thereto, the "Initial Shelf Registration Statement"), which Initial Shelf Registration Statement shall provide for resales of 1933all Transfer Restricted Securities held by, or issuable to, the Holders (or which may be issued to the Holders at any time upon conversion of any PIK Securities, as amended reasonably determined by the Issuer) that have provided the information required pursuant to the terms of Section 2(c) hereof;
(ii) use its best efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the Registration Trigger Date (the "Securities Act") (hereinafter, the "Shelf RegistrationInitial Effectiveness Target Date"); PROVIDED, HOWEVER, that no Holder and
(other than the iii) after such Initial Purchasers) 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 has been declared effective, keep the Initial Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act for a period (the "Initial Effectiveness Period") ending on the earlier of:
(1) June 25, 2004, or, if any PIK Securities have been issued prior to such date, the earlier of two years (or for A) the second anniversary of the most recent date on which any such longer period if extended PIK Securities were authenticated by the Trustee pursuant to Section 2(hthe Indenture and (B) below) from the date of its effectiveness or on which the Transfer Conditions are satisfied; or
(2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)thereto; provided, assuming for however, that, in the case of Conversion Shares issued or issuable upon conversion of any PIK Securities, the Transfer Conditions have been satisfied or the date as of which this purpose that determination is made is at least two years after the Holders thereof are not affiliates issue date of such PIK Security, (y) all Securities and Transfer Restricted Securities have ceased to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities have been registered under the Initial Shelf Registration Statement and have been sold in accordance therewith.
(b) Following the expiration of the Company (in Initial Effectiveness Period, the Issuer may make a Shelf Termination Election by delivering written notice thereof and, evidence of the satisfaction of the Transfer Conditions to each Holder of Securities or Transfer Restricted Securities. In the event, however, that, following the expiration of the Initial Effectiveness Period and the making of such Shelf Termination Election, the Issuer issues any PIK Securities and the Transfer Conditions have not been satisfied with respect to any such caseissuance then the Issuer shall:
(i) use its best efforts to file, not later than 20 days after the date on which such period being called PIK Securities are issued (the "Subsequent Registration Trigger Date" and, together with the Initial Registration Trigger Date, a "Registration Trigger Date") cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (together with any amendments thereto, the "Subsequent Shelf Registration Statement" and, together with the Initial Shelf Registration Statement, a "Shelf Registration PeriodStatement"). The Company ) which Subsequent Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders (or which may be deemed not issued to the Holders at any time upon conversion of any PIK Securities) that have used provided the information required pursuant to the terms of Section 2(c) hereof;
(ii) use its commercially reasonable best efforts to keep cause the Subsequent Shelf Registration Statement to be declared effective during by the requisite period if Commission not later than 60 days after the Subsequent Registration Trigger Date (the "Subsequent Effectiveness Target Date" and, together with the Initial Effectiveness Target Date, the "Effectiveness Target Date"); and
(iii) after such Subsequent Shelf Registration Statement has been declared effective, keep the Subsequent Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it voluntarily takes any action that would result in is available for resales by the Holders of Transfer Restricted Securities covered thereby not being able entitled to offer the benefit of this Agreement and sell such Securities during that period, unless such action is (iB) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h)this Agreement and the Securities Act for a period (the "Subsequent Effectiveness Period" and, together with the Initial Effectiveness Period, the "Effectiveness Period") ending on the earlier of:
(1) the earlier of (A) the second anniversary of the most recent date on which any such PIK Securities were authenticated by the Trustee pursuant to the Indenture and (B) the date on which the Transfer Conditions are satisfied; or
(2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto; provided, however, that, in the case of any Conversion Shares issued or issuable upon conversion of any PIK Securities, the Transfer Conditions have been satisfied or the date as of which this determination is made is at least two years after the issue date of such PIK Security, (y) when no Securities or Transfer Restricted Securities remain outstanding (whether as a result of repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities have been registered under the Subsequent Shelf Registration Statement and have been sold in accordance therewith.
(c) Notwithstanding No Holder of Transfer Restricted Securities shall be permitted to include any other provisions of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless such Holder completes a Selling Securityholder Notice and Questionnaire, substantially in the form attached hereto as Exhibit A (as the same may be amended or modified from time to time to reasonably reflect changes in applicable law) (the "Questionnaire"), and delivers it to the contraryIssuer prior to or on the 15th Business Day after such Holder's receipt of the Questionnaire from the Issuer (each such deadline, a "Questionnaire Deadline"). Prior to such time, each Holder may complete the Company Questionnaire and deliver it to the Issuer prior to such request and, as a result, shall cause be entitled to have its Transfer Restricted Securities included in the applicable Shelf Registration Statement filed with the Commission. In addition, upon receipt of one or more written requests for additional information from the Issuer, each Holder who intends to be named as a selling securityholder in the applicable Shelf Registration Statement shall furnish to the Issuer in writing, within 15 Business Days after such Holder's receipt of such request, such additional information regarding such Holder and the proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein and the Prospectus and in any amendment application to be filed with or supplement theretounder state securities law, as the Issuer may reasonably request. No Holder of Transfer Restricted Securities shall be entitled to Registration Failure Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided such reasonably requested information prior to or on the effective date of the applicable Questionnaire Deadline. Each Holder whose Transfer Restricted Securities are being registered pursuant to a Shelf Registration Statement, amendment or supplement, (i) Statement agrees to comply in furnish promptly to the Issuer 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 information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) Not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission Closing Date (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the which shall be an Automatic Shelf Registration Statement and if the Company is a WKSI at the time of such filing), pursuant to Rule 415 under the Securities Act of 1933, as amended or any similar rule that may be adopted by the Commission (the "Securities Act") (hereinafter“Shelf Registration Statement”), which Shelf Registration Statement shall provide for the "Shelf Registration"); PROVIDEDregistration and resales, HOWEVERon a continuous or delayed basis, that no Holder (other than the Initial Purchasers) shall be entitled to have the of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(e) hereof;
(ii) if the Company is not a WKSI on the Shelf Filing Deadline, use its reasonable best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective under the Securities Act by all the provisions of this Agreement applicable to such Holder.Commission not later than 180 days after the Closing Date (the “Effectiveness Target Date”); and
(biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of the relevant SecuritiesTransfer Restricted Securities entitled, for a period of two years (or for such longer period if extended pursuant subject to Section 2(h) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore2(b), assuming for to the benefit of this purpose that the Holders thereof are not affiliates of the Company Agreement and (in any such case, such period being called 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 B) 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time, for a period (the “Effectiveness Period”) from the date the Shelf Registration Statement becomes or is declared effective by the Commission until the earliest of:
(1) two years following the last date of original issuance of any of the Notes;
(2) the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144(k) under the Securities Act; or
(3) the date when (a) all of the Transfer Restricted Securities have been sold either (i) under the Shelf Registration Statement or (ii) under Rule 144 under the Securities Act or any similar provisions then in force or (b) all of the Transfer Restricted Securities cease to be outstanding.
(b) At the time the Shelf Registration Statement becomes or is declared effective, each Holder that became a Notice Holder on or prior to the date twenty (20) days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s security holders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.
(c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness (i) amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or (ii) file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing (if such Subsequent Shelf Registration Statement is not an Automatic Shelf Registration Statement) and to keep such Shelf Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Trustee (as defined in the Indenture) on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.
(e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to (i) deliver a Notice and Questionnaire to the Company at least twenty (20) days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement and (ii) deliver Prospectuses to purchasers of such Transfer Restricted Securities. From and after the date the Shelf Registration Statement becomes or is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) twenty (20) Business Days after such date (but no earlier than twenty (20) Business Days after effectiveness) or (y) twenty (20) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within twenty (20) Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement and, if such Shelf Registration Statement is not an Automatic Shelf Registration Statement, use its reasonable best efforts to contain cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any untrue statement event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post effective amendment is required by this clause to be filed;
(ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i); and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i) if the Shelf Registration Statement to which such post-effective amendment relates is not an Automatic Shelf Registration Statement; provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to twenty (20) Business Days from the expiration of a material fact or omit Suspension Period (and the Company shall incur no obligation to state a material fact required to pay Additional Interest during such extension) if such Suspension Period shall be stated therein or necessary to make in effect on the statements therein, in light of the circumstances under which they were made, not misleadingAmendment Effectiveness Deadline Date.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The If (i) the Company shallis not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by any applicable law or applicable interpretation of the staff of the SEC or (ii) the Company has not consummated the Exchange Offer within 150 days of the Issue Date or (iii) any holder of a Note notifies the Company on or prior to the Exchange Date that (A) due to a change in law or policy it is not entitled to participate in the Exchange Offer, at its cost, prepare and, (B) due to a change in law or 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 contained in the Exchange Registration Statement is not appropriate or available for such resales by such holder or (C) it is a broker-dealer that owns Notes (including an Initial Purchaser that holds Notes as promptly as practicable part of an unsold allotment from the original offering of the Notes) acquired directly from an Issuer or an Affiliate of an Issuer or (but in no event more than 90 iv) any holder of Private Exchange Notes so requests within 120 days after so required or requested the consummation of the Private Exchange (each such event referred to in clauses (i) through (iv), a "SHELF FILING EVENT"), the Issuers shall cause to be filed with the SEC pursuant to this Section 1) file with the Securities and Exchange Commission Rule 415 a shelf registration statement (the "CommissionSHELF REGISTRATION STATEMENT") prior to the later of (x) 60 days after the Issue Date and thereafter shall use its commercially reasonable best efforts (y) 30 days after the occurrence of such Shelf Filing Event, relating to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the all Transfer Restricted Securities (as defined in the "SHELF REGISTRATION") the holders of which have provided the information required pursuant to Section 5 3(b) hereof) by the Holders thereof from time , and shall use their best efforts to time in accordance with the methods of distribution set forth in have the Shelf Registration Statement declared effective by the SEC on or prior to the later of (i) 120 days after the Issue Date and Rule 415 under (ii) 60 days after the Securities Act occurrence of 1933, as amended (the "Securities Act") (hereinaftersuch Shelf Filing Event. In such circumstances, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order to permit under the prospectus included therein Securities Act, until (the "Prospectus"A) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from 24 months following the date of its effectiveness on which the Shelf Registration Statement was initially declared effective or such shorter period (B) if sooner, the date immediately following the date that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore"EFFECTIVENESS PERIOD"), assuming for this purpose ; PROVIDED that the Holders thereof are not affiliates Effectiveness Period shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of the Company Rule 174 and as otherwise provided herein.
(b) No holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any such case, such period being called 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 pursuant to offer this Agreement unless and sell until such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by holder furnishes to the Company in good faith and for valid business reasons upon the occurrence writing, within 30 days after receipt of any event contemplated by Section 2(b)(v) belowa request therefor, and such information as the Company thereafter complies may reasonably request for use in connection with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement or Prospectus or preliminary prospectus included therein. No holder of Transfer Restricted Securities shall be entitled to Additional Interest pursuant to Section 4 hereof unless and the Prospectus and until such holder shall have provided all such reasonably requested information. Each holder of Transfer Restricted Securities as to which any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) Statement is being effected agrees to comply in furnish promptly to the Company 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 information required to be stated therein or necessary disclosed in order to make the statements therein, in light of information previously furnished to the circumstances under which they were made, Company by such holder not materially misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (International Comfort Products Corp)
Shelf Registration. The Company shall take the following actions:
(a) The (i) At such time as the Company shallis able to use Form F-3 under the Securities Act (or any successor form) for sales of Registrable Common Shares by a Holder, at its cost, prepare and, as promptly as practicable the request of Holders of the lesser of (but in no event more than 90 days after so required or requested pursuant x) 5% of the Registrable Common Shares (without reduction for Common Shares that cease to this Section 1) file with the Securities and Exchange Commission (the "Commission"be Registrable Common Shares) and thereafter (y) Registrable Common Shares having an aggregate market value of at least $25 million, the Company shall use its commercially reasonable best efforts to cause to be declared effective effect, as soon expeditiously as practicable a possible, the registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"any number of Registrable Common Shares for which it receives requests in accordance with Section 3(a) (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 cause such Registration Statement continuously to become effective in order as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to permit the prospectus included therein (the "Prospectus"terms and conditions herein) to be lawfully delivered by the Holders of the relevant Securities, for a period ending on the earlier of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or two years following the date on which such Registration Statement first becomes effective (ii) may be sold pursuant but one year if the Company is not able to Rule 144(k) use Form F-3 under the Securities Act (or any successor rule thereforeform)), assuming for and (ii) the date on which all Registrable Common Shares covered by such Registration Statement have been sold and the distribution contemplated thereby has been completed or have become freely tradeable pursuant to Rule 144 without regard to volume.
(b) The Shelf Registration Statement pursuant to this purpose 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 pursuant to this Section 3 may or may not be underwritten; provided that the (i) Holders thereof are may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not affiliates require representatives of the Company to meet with prospective purchasers of the Company's securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject Section 2(b)) or (ii) Holders may request an unlimited number of underwritten takedowns to be effected in any such case, such period being called accordance with the "Shelf Registration Period")terms of Section 4. The Company shall be deemed not entitled to have used its commercially reasonable best efforts to keep effect the Shelf Registration Statement effective during on any available form under 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Act.
(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 of Registrable Common Shares 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 of Registrable Common Shares 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 the Company shall include in such Registration Statement all such Registrable Common Shares so requested to be included therein.
(d) The number, percentage, fraction or kind of Common Shares referred to in this Section 4 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the Common Shares.
(e) The Company, and any other holder of the Company's securities who has registration rights, may include its securities in any Shelf Registration Statement and the 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 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 (Golden Energy Marine Corp.)
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more later than 90 120 days after so required or requested pursuant to this Section 1) the Closing Date, file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon promptly as practicable but no later than 210 days after the Closing Date, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time that have provided the information pursuant to time in accordance with the methods of distribution set forth Section 2.1(d); provided, however, that in the event the Company is eligible for, and elects to utilize, the “automatic shelf” registration procedure on Form S-3 available to Well-Known Seasoned Issuers, the only obligation of the Company under this Section 2.1(a) shall be to file a Shelf Registration Statement and Rule 415 under with the Securities Act of 1933SEC no later than 150 days after the Closing Date, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, provided that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless becomes immediately effective upon filing pursuant to Rule 462 under the 1933 Act, as such Holder agrees in writing rule may be amended from time to be bound by all the provisions of this Agreement applicable to such Holdertime.
(b) The Company shall shall, at its cost, use its commercially reasonable best efforts efforts, subject to Section 2.5, to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be usable by Holders for the period (the "Prospectus"“Effectiveness Period”) to be lawfully delivered by beginning upon the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the effective date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement until the earliest to occur of (i1) have been sold pursuant thereto or (ii) may be sold the sale pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 of the requisite period if it voluntarily takes any action Registrable Securities, (2) the date when the Holders, other than Holders that would result are “affiliates” (as defined in Holders Rule 405 under the 1000 Xxx) of Securities covered thereby not being the Company, are able to offer sell all such Registrable Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the 1933 Act or any successor Rule thereto or otherwise and sell such Securities during (3) the date that period, unless such action is (i) required by applicable law or (ii) taken by two years from the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Closing Date.
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the use its commercially reasonable efforts to provide that (i) any Shelf Registration Statement and the 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.
(d) Notwithstanding any other provision hereof, no Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a fully completed notice and questionnaire in the form attached as Annex A to the Offering Memorandum (the “Questionnaire”) and such other information in writing as the Company may reasonably request in writing for use in connection with the Shelf Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws. At least 30 days prior to the filing of the Shelf Registration Statement, the Company will provide notice (which notice may be by means of a press release) to the Holders of its intention to file the Shelf Registration Statement. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of the Shelf Registration Statement, each Holder must, before the filing of the Shelf Registration Statement and no later than the 20th day after being notified of the Company’s intention to file, furnish the completed Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing and the Company shall include the information from the completed Questionnaire and such other information, if any, in the Shelf Registration Statement and the Prospectus in a manner so that upon effectiveness of the Shelf Registration Statement the Holder will be permitted to deliver the Prospectus to purchasers of the Holder’s Registrable Securities. From and after the date that the Shelf Registration Statement is first declared effective by the SEC or otherwise becomes effective, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file (i) within 20 business days any amendments or supplements to the Shelf Registration Statement or (ii) within 10 business days any report filed with the SEC under the 1934 Act, if the Company is permitted to do so pursuant to the 1933 Act and the regulations thereunder, necessary for such Holder to be named as a selling securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject to the Company’s right to suspend the Shelf Registration Statement as described in Section 2.5 below); provided, however, that the Company shall not be required to file more than one of the documents listed in clauses (i) and (ii) of this paragraph (d) in any calendar quarter for all such Holders. Holders that do not deliver a completed written Questionnaire and such other information, as provided for in this Section 2.1(d), will not be named as selling securityholders in the Prospectus. Each Holder named as a selling securityholder in the Prospectus agrees to promptly furnish to the Company all information required to be disclosed in order to make information previously furnished to the Company by the Holder not materially misleading and any other information regarding such Holder and the distribution of such Holder’s Registrable Securities as the Company may from time to time reasonably request in writing.
(e) During the Effectiveness Period, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof.
(f) The Company represents and agrees that, unless it obtains the prior consent of Holders of a majority in principal amount of the Registrable Securities that are registered under the Shelf Registration Statement at such time or the approval of Holders’ Counsel or the consent of the managing underwriter in connection with any underwritten offering of Registrable Securities, and each Holder represents and agrees that, unless it obtains the prior consent of the Company and any such underwriter, it will not during the Effectiveness Period make any offer relating to the Securities (which, for the avoidance of doubt, will not include any shares of Common Stock which are not Securities within the meaning of this Agreement) that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act (any such issuer free writing prospectus relating to any such offer made by the Company during the Effectiveness Period, an “Issuer Free Writing Prospectus”), or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, required to be filed with the SEC. The Company represents that any Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Shelf Registration Statement or Prospectus and that any Issuer Free Writing Prospectus, when taken together with the information in the Shelf Registration Statement and the Prospectus, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company if required by the 1933 Act, or to the extent the Company does not reasonably object, as reasonably requested in writing by any Holder with respect to information relating to such Holder, and to furnish to the Holders of Registrable Securities that are covered under such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC in such amounts as they may reasonably request.
Appears in 1 contract
Shelf Registration. 2.1 Within five Business Days following the Closing Date, the Company shall file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Closing Shares (the "Initial Shelf Registration"). The Initial Shelf Registration shall be on Form S-3 under the Securities Act or an appropriate successor form. The Company shall take the following actions:
(a) The Company shall, at use its cost, prepare andreasonable best efforts, as promptly as practicable (but described generally in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts 3 hereof, to cause the Initial Shelf Registration to be declared effective as soon after the date of filing as practicable a registration statement on Form S-3 (practicable, and to keep the "Initial Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 continuously effective under the Securities Act (and pursuant to the provisions of 1933Section 3.1.10 and subject to the limitations set forth therein, register or qualify the shares to be sold in such offering under such other securities or "blue sky" laws of such jurisdictions as amended is applicable to any seller) for twenty-four (24) months following the Effective Date (subject to extension as set forth herein) (the "Securities ActEffective Period") (hereinafter), or such shorter period ending when there ceases to be any outstanding Registrable Shares.
2.2 In the event the Company delivers to EPI any Additional Shares, within five business days thereafter, the Company shall file with the SEC a Registration Statement covering such Additional Shares (an "Additional Shelf Registration"); PROVIDED. Any Additional Shelf Registration shall be on Form S-3 under the Securities Act or an appropriate successor form, HOWEVER, that no Holder (other than and the provisions set forth in Section 2.1 above with respect to the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing shall also apply to be bound by all the provisions of this Agreement applicable to such Holderan Additional Shelf Registration.
(b) The 2.3 In accordance with Section 3 hereof, the Company shall use its commercially reasonable best efforts to keep the any Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for supplementing and amending such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (iI) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under as required by the Securities Act or by any rules, regulations or instructions applicable Form S-3 (or any successor rule thereforeform), assuming for this purpose or (II) as reasonably requested by any underwriter of Registrable Shares; provided, that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company Effective Period shall be deemed not extended as required 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) permit dealers to comply in all material respects with the applicable prospectus delivery requirements of the Securities Act Rule 174 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingas otherwise provided herein.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The Company shall, at its cost, prepare and, shall as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the Closing Date) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement providing for the offer registration of, and the sale of the Transfer Restricted Securities (as defined in Section 5 hereof) on a continuous or delayed basis by the Holders thereof of, all of the Registrable Securities, from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and elected by such Holders, pursuant to Rule 415 under the Securities Act of 1933, as amended (or any similar rule that may be adopted by the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 HolderCommission.
(b) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective under the Act no later than 180 days after the Closing Date.
(c) 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 (the "Prospectus") 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 2(h) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period")) from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of (i) the latest of the second anniversary of (a) the Closing Date, (b) the last date on which any Securities are issued upon exercise of the Initial Purchasers' option or (c) the last date on which any unregistered Stock is issued or issuable upon conversion of the Securities; (ii) the date on which the Securities and the unregistered Stock issuable upon their conversion may be sold by non-affiliates of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act; (iii) the date as of which all the Securities and the unregistered Stock issuable upon their conversion have been sold under Rule 144 under the Act (or any similar provision then in force) and (iv) the date as of which all the Securities or the Stock issuable upon their conversion have been sold pursuant to the Shelf Registration Statement. 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 Shelf Registration 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 at any time during that periodthe Shelf Registration Period, unless such action is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company's obligations hereunder), including the acquisition or divestiture of any event contemplated assets, and (y) permitted by Section 2(b)(v3(i) below, and the Company thereafter complies with the requirements of Section 2(h)hereof.
(cd) Notwithstanding any other provisions of this Agreement to the contrary, the 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, Statement or such 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 Act; 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.
(e) Each Holder of Registrable Securities agrees to deliver a Notice and Questionnaire to the Company at least three Business Days prior to any distribution by it of Registrable Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within the later of ten (10) Business Days after such date, or ten (10) Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire are delivered or which comes into effect within ten (10) Business Days of such delivery: (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling holder in the Shelf Registration Statement and the related Prospectus and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i) hereof; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Act of any post-effective amendment filed pursuant to Section 2(e)(i) hereof; PROVIDED, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i) hereof. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling holder in the Shelf Registration Statement or related Prospectus; PROVIDED, HOWEVER, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(e) (whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared effective) shall be named as a selling holder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(e).
(f) If at any time, the Securities, pursuant to their terms, are convertible into securities other than Stock, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Shelf Registration Statement no later than the date on which the Securities may then be convertible into such securities.
Appears in 1 contract
Shelf Registration. The Company shall take the following actions:
(a) The At such time as the Company shallis able to use Form F-3 under the Securities Act (or any successor form) for sales of Registrable Common Shares by a Holder, at its cost, prepare and, as promptly as practicable the request of Holders of the lesser of (but in no event more than 90 days after so required or requested pursuant x) 5% of the Registrable Common Shares (without reduction for Common Shares that cease to this Section 1) file with the Securities and Exchange Commission (the "Commission"be Registrable Common Shares) and thereafter (y) Registrable Common Shares having an aggregate market value of at least $25 million, the Company shall use its commercially reasonable best efforts to cause to be declared effective effect, as soon expeditiously as practicable a possible, the registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended any number of Registrable Common Shares for which it receives requests in accordance with this Section 3(a) (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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 cause such Registration Statement continuously to become effective in order as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to permit the prospectus included therein (the "Prospectus"terms and conditions herein) to be lawfully delivered by the Holders of the relevant Securities, for a period ending on the earlier of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or two years following the date on which such Registration Statement first becomes effective (ii) may be sold pursuant but one year if the Company is not able to Rule 144(k) use Form F-3 under the Securities Act (or any successor rule thereforeform)) and (ii) the date on which all Registrable Common Shares covered by such Registration Statement have been sold and the distribution contemplated thereby has been completed or have become freely tradeable pursuant to Rule 144 without regard to volume.
(b) The Shelf Registration Statement pursuant to this Section 3 shall to the extent possible under applicable law, assuming for be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any takedown under the Shelf Registration pursuant to this purpose Section 3 may or may not be underwritten; provided, however, that the (i) Holders thereof are may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not affiliates require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one under Section 2(b)) or (ii) Holders may request an unlimited number of underwritten takedowns to be effected in any such case, such period being called accordance with the "Shelf Registration Period")terms of Section 4. The Company shall be deemed not entitled to have used its commercially reasonable best efforts to keep effect the Shelf Registration Statement effective during on any available form under 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Act.
(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 of Registrable Common Shares 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 of Registrable Common Shares 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 the Company shall include in such Registration Statement all such Registrable Common Shares so requested to be included therein.
(d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Class A Common Shares.
(e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the 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 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 (Omega Navigation Enterprises, Inc.)
Shelf Registration. The Company shall take the following actions:
(a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable :
(but in no event more i) not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), which Shelf Registration Statement shall provide for resales of all Registrable Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) covering the offer and sale of the Transfer Restricted Securities hereof;
(as defined in Section 5 hereofii) by the Holders thereof from time use its reasonable 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 of 1933Commission as promptly as is practicable, as amended but in no event later than 180 days after the date hereof (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) 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.and
(biii) The Company shall subject to Section 4(b)(i) hereof, use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Registrable Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the 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) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called 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 (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the 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 as announced from time to time for a period (the "Effectiveness Period") ending on the earliest of:
(1) two years after the last date of original issuance of any of the Convertible Debentures;
(2) the date when the Holders are able to sell all such Registrable Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act;
(3) the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to the terms of Section 2(b) hereof are registered under the Shelf Registration Statement and disposed of in accordance with the terms of the Shelf Registration Statement; or
(ii4) not the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to contain the terms of Section 2(b) hereof have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).
(b) No Holder of Registrable Securities may include any untrue statement of a material fact its Registrable Securities in the Shelf Registration Statement and related Prospectus pursuant to this Agreement unless such Holder furnishes to the Issuer in writing, after the date of the request, such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. In connection with all such requests for information from Holders of Registrable Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Registrable Securities shall be entitled to Additional Amounts pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.
Appears in 1 contract
