Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its cost: (A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer; (B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and (C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Rogers Cable Inc), Registration Rights Agreement (Rogers Wireless Inc)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission’s staff the SEC or the Canadian securities regulatory authorities, the Company is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 225 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests in writing within 90 days after the Registered Exchange Offer with respect to Private Exchange Securities, or (iv) any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Securities, or (vi) the United States Issuers so elect, then the following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costprovisions shall apply:
(Aa) The Issuers shall use its commercially their reasonable best efforts to, to file as promptly as practicablepracticable (but in no event more than 90 days after so required or requested, file in each case pursuant to this Section 2) with the SEC Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a “Shelf Registration Statement” and, together with any Exchange Offer Registration Statement, a “Registration Statement”); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have Securities or Exchange Securities held by it covered by such Shelf Registration Statement, and use its commercially reasonable efforts to cause unless such Shelf Registration Statement Holder agrees in writing to be declared effective bound by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions of this Agreement applicable to such Holder.
(Bb) The Issuers shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of two years from the date the Shelf Registration Statement is declared effective by the SEC (Issue Date or one year from the date on which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration StatementStatement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; andprovided, however, that the foregoing shall not apply to actions taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Issuers within 120 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Issuers fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a “Suspension Period.” A Suspension Period shall commence on and include the date that the Issuers give 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 Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Issuers will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Lin Tv Corp), Exchange and Registration Rights Agreement (Lin Tv Corp)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective consummated within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Exchange Offer Offer, or (ivv) if any Holder, other than an Initial Purchaser, is not eligible to participate Holder that participates in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company shall use its commercially reasonable efforts to, to file as promptly as practicable, file practicable (but in no event more than the later of 45 days after so required or requested pursuant to this Section 2 or 90 days after the Issue Date) with the SEC Commission (the "SHELF FILING DATE"), and thereafter shall use its commercially reasonable efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statementregistration statement (hereafter, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by "SHELF REGISTRATION STATEMENT" and, together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "REGISTRATION STATEMENT").
(Bb) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration StatementStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law. Notwithstanding anything to the contrary herein, if at any time the Company determines, in its reasonable good faith judgment, upon advice of counsel, that the continued effectiveness and usability of such Shelf Registration Statement would (i) require the disclosure of material information, which the Company has a BONA FIDE business reason for preserving as confidential, or (ii) materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates (as defined in the rules and regulations adopted under the Exchange Act) (a "Disadvantageous Condition"), the Company may suspend sales of Transfer Restricted Securities until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of Transfer Restricted Securities); andPROVIDED, HOWEVER, that the failure to keep the Registration Statement effective and usable for offers and sales of Transfer Restricted Securities for such reasons shall last no longer than 30 days in the aggregate in any 12-month period (whereafter additional interest pursuant to Section 3 shall accrue and be payable). Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives written notice to each Holder of Transfer Restricted Securities that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the earlier to occur of (i) date when each seller of Transfer Restricted Securities covered by such Shelf Registration Statement either receives the copies of a supplemented or amended prospectus or is advised in writing by the Company that use of the prospectus included in the Shelf Registration Statement may be resumed and (ii) the expiration of the 30 days in any 12-month period during which one or more Suspension Periods has been in effect.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The .
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company further agrees, if necessary, shall not be permitted to supplement or amend discharge its obligations hereunder by means of the filing of a Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECStatement.
Appears in 2 contracts
Samples: Exchange and Registration Rights Agreement (Forest Oil Corp), Exchange and Registration Rights Agreement (Forest Oil Corp)
Shelf Registration. If, and only if, (i) If, because of any change in law or applicable interpretations thereof by the Staff staff of the SEC Commission the Company or the Canadian securities regulatory authorities, the Company is Guarantor are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests within 210 days after the consummation of the Registered Exchange Offer with respect to any Registrable Securities which Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, applicable law or interpretations do not permit any Holder (other than an Initial Purchaser, is not eligible ) to participate in the Registered Exchange Offer, or (v) any Holder (other than an Initial Purchaser) that participates in the Registered Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable Notes in the United States following the consummation of the Exchange Offer exchange for tendered Notes (other than by reason as a result of such Holder being an affiliate of the Company within or the meaning of Rule 405 under Guarantor), then the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company and the Guarantor shall use its commercially their reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2 and not earlier than 180 days after the Issue Date) with the SEC Commission (the "Shelf Filing Date"), and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (a "Shelf Registration Statement" and, and use its commercially reasonable efforts together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that, with respect to cause such Shelf Registration Statement to be declared effective Exchange Notes received by the SEC Initial Purchasers in exchange for Notes constituting any portion of an unsold allotment and with respect to Notes or Exchange Notes held by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean Exchanging Dealer, the Company shall file and have declared effective the Guarantor may, if permitted by current interpretations by the SEC both an staff of the Commission, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(acontaining the information required by Items 9.B and 9.D of Form 20-F, as applicable, in satisfaction of their obligations under this subsection (a) with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provision herein applicable to, a Shelf Registration Statement.
(Bb) The Company and the Guarantor shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earliest of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC Issue Date, (or one year from ii) the date on which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (iii) the date on which the Notes become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement; andPeriod").
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company and the Guarantor will ensure that (i) any Shelf Registration Statement and any amendment thereto when it becomes effective, and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effectiveeffective (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 contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Bunge LTD), Exchange and Registration Rights Agreement (Bunge LTD)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or ; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter shall use their commercially reasonable best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by the 210th day after the Closing Date (or promptly in the event of a request by any an Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective the Guarantors may, if permitted by current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Company and the Guarantors shall use its their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from after the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement (in any such case, such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; andor (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(Ciii) notwithstanding Notwithstanding the foregoing provisions of this Section 3, the Company and the Guarantors may for valid business reasons (other than avoidance of their obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any other provisions hereof12-month period. Each Holder agrees that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use its best efforts to ensure of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iiv) any The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Act and the rules and regulations thereunder, of the Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Amc Entertainment Holdings, Inc.), Registration Rights Agreement (Amc Entertainment Inc)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 180 days after of the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Exchanging Dealer or the Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer or the Initial Purchaser) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of such Holder being an affiliate of exchange, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use its reasonable best efforts to cause to be declared effective a registration statement (the "Shelf Registration Statement Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the "Shelf Registration"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) its effectiveness or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if it voluntarily takes any action that would result in the Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any the Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations thereunder, (ii) any the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any the Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time)prospectus, does not include an 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Dollar Financial Corp), Registration Rights Agreement (Dollar Financial Corp)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing date of original issue of the Initial Securities (the “Issue Date”), or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of such Holder being an affiliate of exchange, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than a Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by provisions of this Registration Rights Agreement (the 210th day after the Closing Date “Agreement”) applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective lawfully delivered by the SEC Holders of the relevant Securities, until the earlier of (or x) one year from following the effective date the Shelf Registration Statement is declared effective if of such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause and (iiiy) above) or such shorter period which will terminate when time as all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (the time period until the earlier of the foregoing being referred to herein as the “Shelf Registration Period”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Kodiak Oil & Gas Corp), Registration Rights Agreement (Kodiak Oil & Gas Corp)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission's staff the SEC or the Canadian securities regulatory authorities, the Company is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 300 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests in writing within 180 days after the Registered Exchange Offer with respect to Private Exchange Securities, or (iv) any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Securities, or (vi) the United States Issuers so elect, then the following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costprovisions shall apply:
(Aa) The Issuers shall use its commercially their reasonable best efforts to, to file as promptly as practicablepracticable (but in no event more than 180 days after so required or requested, file in each case pursuant to this Section 2) with the SEC Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have Securities or Exchange Securities held by it covered by such Shelf Registration Statement, and use its commercially reasonable efforts to cause unless such Shelf Registration Statement Holder agrees in writing to be declared effective bound by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions of this Agreement applicable to such Holder.
(Bb) The Issuers shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of two years from the date the Shelf Registration Statement is declared effective by the SEC (Issue Date or one year from the date on which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration StatementStatement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; andprovided, however, that the foregoing shall not apply to actions taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Issuers within 120 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Issuers fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Issuers give 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 Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Issuers will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Activant Solutions Inc /De/), Exchange and Registration Rights Agreement (Activant Solutions Inc /De/)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or ; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter shall use their commercially reasonable best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by the 210th day after the Closing Date (or promptly in the event of a request by any an Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective the Guarantors may, if permitted by current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Company and the Guarantors shall use its their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from after the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use its such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable best efforts to ensure 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 (iA) such action is required by applicable law; or (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Notwithstanding the foregoing provisions of this Section 3, the Company and the Guarantors may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Marquee Holdings Inc.), Registration Rights Agreement (Amc Entertainment Inc)
Shelf Registration. In the event that (i) Ifthe Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or applicable in currently prevailing interpretations thereof by the Staff of the SEC or staff of the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after of the Closing Issue Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial PurchasersXxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretation interpretations of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not and thereby receive Exchange Securities securities that are freely tradeable in without restriction under the United States following the consummation Securities Act and applicable blue sky or state securities laws (any of the Exchange Offer other than by reason events specified in (i)-(iii) being a "Shelf Registration Event" and the date of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actoccurrence thereof, the Company "Shelf Registration Event Date"), the Corporation and the Trust shall, at its their cost:
(A) , use its commercially reasonable their best efforts to, to cause to be filed as promptly as practicablepracticable after such Shelf Registration Event Date, file with as the SEC case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement relating to providing for the offer and sale by the Holders of all of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration StatementSecurities, and shall use its commercially reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the 210th day provisions of this Agreement applicable to such Holder and furnishes to the Corporation and the Trust in writing, within 15 days after the Closing Date (or promptly in the event receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by any Initial Purchaser pursuant the SEC to clause (iii) or be included in the circumstances of clause (iv) above). In the event that the Company is required to file a such Shelf Registration Statement upon the or Prospectus included therein, reasonably request of for inclusion in any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Shelf Registration Statement pursuant or Prospectus included therein. Each Holder as to Section 2(a) which any Shelf Registration is being effected agrees to furnish to the Corporation and the Trust all information with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with such Holder necessary to make the Exchange Offer Registration Statement) with respect information previously furnished to offers and sales of Registrable Securities held the Corporation by such Holder or any Initial Purchaser after completion of not materially misleading. The Corporation and the Exchange Offer;
(B) Trust agree to use its commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order for the Rule 144(k) Period (subject to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser extension pursuant to clause (iii) abovethe last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Corporation and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Corporation and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, notify each such Holder when the Shelf Registration has become effective and use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with take certain other actions as are required to permit certain unrestricted resales of the 1933 Act Registrable Securities. The Corporation and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company Trust further agreesagree, if necessary, to supplement or amend the Shelf Registration Statement Statement, if reasonably requested required by the Majority Holders with respect to information relating rules, regulations or instructions applicable to the Holders and otherwise as required registration form used by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and the Corporation for such Shelf Registration to become usable as soon as thereafter practicable Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (United National Bancorp), Registration Rights Agreement (Hubco Inc)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 180 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company shall use its commercially reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "Registration Statement").
(Bc) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (NBC Acquisition Corp), Registration Rights Agreement (NBC Acquisition Corp)
Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by Following the Staff of the SEC or the Canadian securities regulatory authoritiesEffective Time, the Company is not permitted shall use reasonable efforts to effect the Exchange Offer as contemplated by Section 2(a) hereofqualify for registration on Form S-3 for secondary sales. The Company agrees that, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shallshall promptly after receipt of such request notify each other Holder of receipt of such request and shall cause to be filed on or as soon as practicable thereafter, at its cost:
but not sooner than 35 days after the receipt of such notice from such Holder, a registration statement (Aa "Shelf Registration Statement") use its commercially reasonable efforts toon Form X-0, Xxxx X-0 or any other appropriate form under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Securities and Exchange Commission (the "Commission") and permitting sales in any manner not involving an underwritten public offering (and shall register or qualify the shares to be sold in such offering under such other securities or "blue sky" laws as promptly as practicable, file with would be required pursuant to Section 7(g) hereof) covering up to the SEC a aggregate number of (a) Shares to be issued to such Holder and all other Holders who request that the Shares to be issued to them upon the exchange or repurchase of Units held by them be included in the Shelf Registration Statement relating upon the exchange or repurchase of Units so that the Shares issuable upon the exchange or repurchase of such Units will be registered pursuant to the offer Securities Act, (b) Common Shares to be issued to such Holder and all other Holders who request that the Common Shares to be issued to them upon the conversion of 7% Preferred Shares held by them be included in the Shelf Registration Statement upon the conversion of 7% Preferred Shares so that the Common Shares issuable upon the conversion of such 7% Preferred Shares will be registered for sale of by such Holders pursuant to the Securities Act and (c) Registrable Securities held by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and Holders. The Company shall use its commercially reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the SEC by the 210th day Commission within three months after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above)filing thereof. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order (and to permit register or qualify the Prospectus forming part thereof shares to be usable by Holders sold in such offering under such other securities or "blue sky" laws as would be required pursuant to Section 7(g) hereof) for a period so long as any Holder holds any Shares or Units that may be exchanged for Shares under the Partnership Agreement or until the Company has caused to be delivered to each Holder an opinion of two years from the date the Shelf Registration Statement is declared effective counsel, which counsel must be reasonably acceptable to such Holders, stating that such Shares or Shares issued upon such exchange or conversion may be sold by the SEC (Holders pursuant to Rule 144 promulgated under the Securities Act without regard to any volume limitations and that the Company has satisfied the informational requirements of Rule 144. The Company shall file any necessary listing applications or one year from amendments to existing applications to cause the date Common Shares issuable upon exchange or repurchase of Units or upon conversion of 7% Preferred Shares to be listed on the Shelf Registration Statement primary exchange on which the Common Stock is declared effective then listed, if any. Notwithstanding the foregoing, if the Company determines that it is necessary to amend or supplement such Shelf Registration Statement is filed upon and if the request Company shall furnish to the 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 it would be significantly disadvantageous to the Company and its stockholders for any such Shelf Registration Statement to be amended or supplemented, the Company may defer such amending or supplementing of such Shelf Registration Statement for not more than 45 days and in such event the Holders shall be required to discontinue disposition of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the such Shelf Registration Statement have been sold pursuant during such period. Notwithstanding the foregoing, if the Company irrevocably elects prior to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) filing of any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to issue all cash in all material respects with lieu of Shares upon the 1933 Act and exchange of Units by the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement Holder requesting the filing 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 such Shelf Registration Statement, and any supplement the Company shall not be obligated 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and file such Shelf Registration to become usable as soon as thereafter practicable 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 SECStatement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Simon Property Group Inc /De/), Registration Rights Agreement (Simon Property Group Inc /De/)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 310 days after of the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of exchange and any such Holder being an affiliate of so requests, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its commercially reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by on or prior to the SEC by the 210th 270th day after the Closing Issue Date or (or promptly y) the occurrence of the events specified in the event of a request by any Initial Purchaser pursuant to clause (ii), (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovethis Section 2, the Company shall file and use its reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a such Shelf Registration Statement (declared effective on or prior to the 60th day after the date on which may be a combined the Shelf Registration Statement with is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder or any Initial Purchaser after completion agrees in writing to be bound by all the provisions of the Exchange Offer;this Agreement applicable to such Holder.
(Bb) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Transdigm Inc), Registration Rights Agreement (TransDigm Group INC)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Merger Closing Date, or ; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter shall use their commercially reasonable best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by the 210th day after the Closing Date (or promptly in the event of a request by any an Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective the Guarantors may, if permitted by current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Company and the Guarantors shall use its their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from after the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Merger Closing Date or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use its such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable best efforts to ensure 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 (iA) such action is required by applicable law; or (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Notwithstanding the foregoing provisions of this Section 3, the Company and the Guarantors may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Amc Entertainment Inc), Registration Rights Agreement (Amc Entertainment Inc)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of interpretations do not permit any Holder (other than the Staff of the SEC Initial Purchaser) to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holderdoes not receive freely transferable Exchange Securities, other than an Initial Purchaserrestrictions imposed on Exchanging Dealers, is not eligible to participate in the Exchange Offer exchange for tendered Securities, or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company shall use its commercially reasonable best efforts to, to file as promptly as practicable, file practicable with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts together with any Exchange Offer Registration Statement, a "Registration Statement"); provided that with respect to cause such Shelf Registration Statement to be declared effective Exchange Securities or Private Exchange Securities received by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective may, if permitted by current interpretations by the SEC both an Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 2(a) with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bb) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company will have the ability to suspend the availability of the Shelf Registration Statement; andStatement for no more than 45 consecutive days or no more than an aggregate of 90 days during any consecutive twelve-month period if it determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and use of the Shelf Registration Statement would (x) require the disclosure of material information which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company (the "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, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be resumed.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Baker Hughes Inc), Exchange and Registration Rights Agreement (Baker Hughes Inc)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company Issuer is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 calendar days after following the Closing Date or (B) the Exchange Offer is not consummated within 210 calendar days after the Closing DateDate (provided that the Issuer is not then actively pursuing such effectiveness or consummation, or as the case may be), (iii) upon the written request of any the Initial Purchaser (Purchasers with respect to any Registrable Securities Notes which it acquired directly from the CompanyIssuer, (iv) following upon the consummation written request of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser any Holder that either (A) is not permitted, in the opinion of counsel to the Initial Purchasers, permitted pursuant to applicable law law, SEC rules and regulations or applicable interpretation of interpretations thereof by the Staff staff of the SEC to participate in the Exchange Offer or (ivB) if any Holder, other than an Initial Purchaser, is not eligible to participate participates in the Exchange Offer or and does not receive fully tradable Exchange Securities that are freely tradeable in the United States following the consummation of Notes pursuant to the Exchange Offer other than by reason Offer, or (v) if the Issuer so elects, then in case of such Holder being an affiliate each of clauses (i) through (v) the Company within the meaning of Rule 405 under the 1933 Act, the Company Issuer shall, at its cost:
(Aa) use its commercially reasonable efforts to, as As promptly as practicable, file with the SEC SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 180 calendar days after the Closing Date, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;.
(Bb) use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC Closing Date, (or one year from ii) the date on which the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser Registrable Notes become eligible for resale without volume limitations pursuant to clause Rule 144 under the 1933 Act, or (iii) above) or for such shorter period which that will terminate when all Registrable Notes of the Registrable Securities each series covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; andStatement or cease to be outstanding or otherwise to be Registrable Notes.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes 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 and furnishes to the Issuer in writing, within 15 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all information with respect to such Holder necessary to make the information previously furnished to the Issuer by such Holder not materially misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Metropolitan Edison Co), Registration Rights Agreement (Jersey Central Power & Light Co)
Shelf Registration. a. If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines that it is not permitted to effect the each Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the either Registered Exchange Offer is not consummated within 210 305 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for the applicable New Securities in either Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the such Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in either Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in a Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the United States following requirement that an Initial Purchaser deliver a Prospectus containing the consummation information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in a Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:
(A) shall use its commercially reasonable efforts to, to effect a Shelf Registration Statement in accordance with subsection (b) below.
(i) The Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the SEC Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Securities Act within 120 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities or New Securities, as applicable, held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the 210th day after the Closing Date (or promptly in the event of a request by any an Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective may, if permitted by current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the SEC Commission until the earlier of (A) the second anniversary of the original issuance; or one year from (B) the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and. The Company shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Securities Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Merger Closing Date, or ; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot "freely tradeable"), the Company shall, at its cost:shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) The Company shall as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its commercially reasonable best efforts to, as promptly as practicable, file with to cause to be declared effective under the SEC Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; PROVIDED, HOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and PROVIDED, FURTHER, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from after the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Merger Closing Date or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable best efforts to ensure 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 (iA) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Notwithstanding the foregoing provisions of this Section 3, the Company may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; PROVIDED that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Marquee Holdings Inc.)
Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof As promptly as practicable following the time that the Form S-4 is declared effective by the Staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to shelf registration statement on Form S-3 (or, if the offer Company is not at such time eligible for Form S-3, on Form S-1) permitting the public offering and sale of the all Registrable Securities by on a continuous basis pursuant to Rule 415 (or any successor rule) under the Holders from time to time in accordance with Securities Act (the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such “Initial Shelf Registration Statement”), and thereafter shall use its commercially reasonable efforts to cause such the Initial Shelf Registration Statement to be declared effective by the SEC (which Initial Shelf Registration Statement shall include a plan of distribution approved by Phoenix (such approval not to be unreasonably withheld or delayed) which shall include sales to underwriters for resale to the 210th day after the Closing Date (public or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) institutional investors, sales on stock exchanges or in the circumstances of clause over-the-counter market (iv) aboveat prevailing market prices, at prices related to such prevailing market prices or at negotiated prices), block trades, bought deals, purchases by a broker or dealer as principal and resale by that broker or dealer for its own account, derivative transactions with third parties, sales in connection with short sales, other hedging transactions, ordinary broker’s transactions and transactions in which the broker solicits purchasers, and privately negotiated transactions). In the event that the Company is required to file a Shelf Registration Statement Phoenix shall, upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) aboverequest, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep furnish to the Company all information concerning Phoenix, its Subsidiaries, directors, officers and (to the extent reasonably available to Phoenix) stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation and filing of the Initial Shelf Registration Statement. In addition, Phoenix will use its commercially reasonable efforts to provide (i) financial statements (including footnotes) that are timely reviewed (and, if necessary, audited) by Phoenix’s independent auditor, (ii) management’s discussion and analysis of interim and annual financial statements, (iii) the consent of Phoenix’s independent auditor to include annual financial statement reports in the Initial Shelf Registration Statement, (iv) information necessary to prepare selected financial data, and (v) information necessary to enable the Company to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit General to prepare and file the Initial Shelf Registration Statement. If during the Effectiveness Period with respect thereto the Initial Shelf Registration Statement shall cease to be effective, then the Company shall promptly file with the SEC and use its commercially reasonable efforts to cause to be declared effective a Registration Statement on an appropriate form under the Securities Act (which shall be on a Form S-3 (or, if the Company is not at such time eligible for Form S-3, on Form S-1)) permitting the public offering and sale all Registrable Securities on a continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act (any such Registration Statement described in this sentence, together with the Initial Registration Statement, the “Shelf Registration Statement”). Notwithstanding anything to the contrary contained in this Agreement, except pursuant to a Demand Offering or a Piggyback Offering, no Holder may sell, or offer to sell, or otherwise dispose of, any Registrable Securities under the Shelf Registration Statement continuously effective in order to permit (x) during the Prospectus forming part thereof to be usable by Holders for a six-month period of two years from commencing on the date Closing Date and (y) at any time on or following the Shelf Registration Statement is declared effective by the SEC (or one one-year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all anniversary of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECClosing Date.
Appears in 1 contract
Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 calendar days after following the Closing Date or the Exchange Offer is not consummated within 210 calendar days after the Closing DateDate (provided that, if the Exchange Offer Registra tion Statement shall be declared effective after such 180-day period or if the Exchange Offer shall be consummated after such 210-day period, then the Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day period or the failure of the Exchange Offer to be consummated within such 210-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser) is not eligible to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer or (iv) upon the written request of any of the Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) Purchasers within 90 days following the consummation of the Exchange Offer if Offer; provided that such Initial Purchaser shall hold Registrable Securities which that it acquired directly from the Company and if that such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the such Initial PurchasersPurchaser, pursuant to applicable law or applicable interpretation of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shall, at its their cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, but no later than the 30th calendar day after such filing obligation arises, use its reasonable best efforts to file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and ;
(B) use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as practicable; provided that, with respect to Exchange Securities received by a broker- dealer in exchange for any securities that were acquired by such broker-dealer as a result of market-making or other trading activities, the Company may, if permitted by current interpretations by the 210th day after staff of the Closing Date SEC, file a post- effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under paragraph (A) solely with respect to broker-dealers who acquired their Securities as a result of market-making or promptly in other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the event of provisions herein applicable to, a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above)Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Registra tion Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and use their reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any such Initial Purchaser Purchaser, as applicable, after completion of the Exchange Offer;
(BC) use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the years, plus any extensions as provided in Section 2(d)(iii) below, after its effective date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement, (ii) cease to be outstanding or (iii) become eligible for resale pursuant to Rule 144 under the Exchange Act without volume restrictions; and
(CD) notwithstanding any other provisions hereof, use its best efforts to hereof ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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; provided, however, clauses (ii) and (iii) shall not apply to any information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter practicable 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 (International Flavors & Fragrances Inc)
Shelf Registration. If, (i) If, because of any change in law or ------------------ - applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2 hereof, or (ii) if -- for any other reason the Exchange Offer Registration Statement is not declared effective within 180 on or prior to 150 days after the Closing Issue Date or the Exchange Offer is not consummated within 210 on or prior to 180 days after the Closing Issue Date, or (iii) upon the Initial --- Purchasers so request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of Notes not eligible to be exchanged for Exchange Notes in the Exchange Offer if such or the Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is Purchasers do not permitted, receive freely tradeable Exchange Notes in the opinion of counsel to the Initial PurchasersExchange Offer, pursuant to (iv) any applicable law -- or applicable interpretation interpretations do not permit any Holder of the Staff of the SEC Notes to participate in the Exchange Offer or Offer, (ivv) if any Holder, Holder (other than an Initial Purchaser, ) of Notes is not - eligible to participate in the Exchange Offer or such Holder does not receive Exchange Securities that are freely tradeable Exchange Notes in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within (it being understood that the meaning requirement that a participating broker-dealer deliver the Prospectus contained in the Exchange Offer Registration Statement in connection with the sales of Rule 405 under Exchange Notes shall not result in such Exchange Notes being not "freely tradeable") or (vi) the 1933 ActCompany so elects, then the following provisions -- shall apply:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicablepractical, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and thereafter shall use its commercially reasonable best efforts after the date of each such filing to cause such Shelf Registration Statement to be declared effective under the Securities Act; provided, however, that with respect to Exchange Notes received by an -------- ------- Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the SEC staff of the SEC, file a post- effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file provisions herein applicable to, a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause Statement.
(iiib) or in the circumstances of clause (iv) aboveIf applicable, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from after the date Issue Date (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed ------------------------- not to have used its reasonable best efforts to keep the Shelf Registration Statement is declared effective by during the SEC (or one year from the date the Shelf Registration Statement is declared effective requisite period if such Shelf Registration Statement is filed upon the request it voluntarily takes any action that would result in Holders of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereby not being able to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereofoffer and sell such Transfer Restricted Securities during that period, use its best efforts to ensure that unless such action (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, is required by applicable law or (ii) any Shelf Registration Statement is taken by - -- the Company in good faith and any amendment thereto does not, when it becomes effective, contain an untrue statement for valid business reasons (not including avoidance 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 timeCompany's obligations hereunder), does not include an untrue statement including the acquisition or divestiture of a material fact or omit to state a material fact necessary in order to make assets, so long as the statements, in light Company promptly thereafter complies with the requirements of the circumstances under which they were made, not misleading. The Company further agreesSection 4(k) hereof, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECapplicable.
Appears in 1 contract
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect the determines that a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, is not available or may not be consummated as soon as practicable after the last date the Registered Exchange Offer is open because it would violate applicable law or the applicable interpretations of the staff of the Commission, (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 180 days after of the Closing Datedate of original issue of the Notes, or (iii) upon the Purchasers so request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the CompanyNotes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by them following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive Exchange Securities that are freely tradeable in Exchange Notes on the United States following the consummation date of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actexchange for validly tendered (and not withdrawn) Notes, the Company shall, at its costshall take the following actions:
(Aa) The Company shall use its commercially all reasonable efforts toto prepare and file, as promptly as practicable, file with the SEC Commission and thereafter to cause to be declared effective a registration statement (the "Shelf Registration Statement Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities Transfer Restricted Notes (as defined below), by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Purchasers) shall be entitled to cause have any Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to use all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective lawfully delivered by the SEC Holders of the relevant Securities, until the period referred to in Rule 144(k) under the Securities Act after the original issue date of the Notes expires (or one year from the date the Shelf Registration Statement is declared effective for such longer period if such Shelf Registration Statement is filed upon the request of any Initial Purchaser extended pursuant to clause (iiiSection 3(j) abovebelow) or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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
Shelf Registration. If (i) Ifthe Issuers determine that a Registration Exchange Offer, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 1 hereof, is not available or may not be consummated as soon as practicable after the last date the Registration Exchange Offer is open because it would violate applicable law or the applicable interpretations of the staff of the Commission, (ii) if the Registration Exchange Offer is not consummated within 360 days of the date of original issue of the Notes, (iii) the Purchasers so request with respect to the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registration Exchange Offer and held by them following consummation of the Registration Exchange Offer or (iv) any Holder (other reason than a Purchaser) shall be, and shall notify the Issuers that such holder is, prohibited by law or Commission policy from participating in the Exchange Offer or such holder may not resell the Exchange Notes acquired in the Registration Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or available for such resales by such holder (iiiother than in either case (x) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel due solely to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason status of such Holder being holder as an affiliate of the Company Issuers within the meaning of Rule 405 under the 1933 ActSecurities Act or (y) due to such holder’s inability to make the representations set forth in the second to last paragraph of Section 1 hereof) and any such holder so requests, the Company Issuers shall, at its costin lieu of (or, in the case of clauses (iii) and (iv), in addition to) conducting the Registration Exchange Offer contemplated by Section 2, take the following actions:
(Aa) The Issuers shall use its commercially reasonable efforts toto prepare and file, as promptly as practicable, file with the SEC Commission and thereafter to cause to be declared effective no later than 240 days after the date on which the obligation to file under this Section 2 a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than the Purchasers) shall be entitled to cause have any Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date (or promptly in the event provisions of a request by any Initial Purchaser pursuant this Agreement applicable to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;Holder.
(Bb) The Issuers shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders for a period of two years from the date relevant Securities, until the one year anniversary of the effectiveness of the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective for such longer period if such Shelf Registration Statement is filed upon the request of any Initial Purchaser extended pursuant to clause (iiiSection 3(j) abovebelow) or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Issuers shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 neces- sary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agreesNotwithstanding anything to the contrary in this Agreement, if necessaryat any time, to supplement or amend the Issuers may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors/Member of the Issuers determines reasonably requested by and in good faith that (x) the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause filing of any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors/Member of the Issuers, would be detrimental to the Holders of Registrable Securities copies of any Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such supplement or amendment promptly after its being used or filed with the SECaction is required by applicable law.
Appears in 1 contract
Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company determines after consultation with its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 days after following the Closing Date original issue of the Registrable Securities or (B) the Exchange Offer is not consummated within 210 days after the Closing Dateoriginal issue of the Registrable Securities, or (iii) upon the request of any of the Initial Purchaser Purchasers holding Private Exchange Securities or (with respect iv) upon notice of any Holder given to any Registrable Securities which it acquired directly from the Company) following Company within 30 days after the consummation commencement of the Exchange Offer if that (A) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (B) due to a change in law or policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Initial Purchaser shall hold resales by such Holder or (D) it is a broker-dealer and owns Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning Company, then in case of Rule 405 under the 1933 Act, each of clauses (i) through (iv) the Company shall, at its cost:
(Aa) use its commercially reasonable efforts to, as As promptly as practicable, file with the SEC SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 210 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;.
(Bb) use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date original issue of the Shelf Registration Statement is declared effective by the SEC (Registrable Securities, or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); andprovided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Liberty Media Corp /De/)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 240 days after of the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (notifies the Company and so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of tradable without delivering a prospectus, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use its reasonable best efforts to cause to be declared effective a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders for a period of the relevant Securities, until the earliest of (i) the time when the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144 under the Securities Act, or any successor rule thereof, (ii) two years from the date the Shelf Registration Statement is declared effective by the SEC Issue Date (or one year from the date the Shelf Registration Statement is declared effective for such longer period if such Shelf Registration Statement is filed upon the request of any Initial Purchaser extended pursuant to clause Section 3(j) below) and (iii) above) or such shorter period which will terminate the date when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Yellow Roadway Corp)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 days after the Closing Dateon or prior to September 3, or 2004, (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of such Holder being an affiliate of exchange, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use its best efforts to cause to be declared effective a registration statement (the "Shelf Registration Statement Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) its effectiveness or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof); provided, however, that the Company may notify the Holders of its suspension of any Shelf Registration Statement in the event that and for a period of time not to exceed an aggregate of 60 days in any twelve-month period if (1) the Board of Directors of the Issuer or the Board of Directors of EXCO Holdings Inc., a Delaware corporation, determines, in good faith, that the disclosure of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the business, operations or prospects of the Company and its subsidiaries taken as a whole, or (2) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the Board of Directors of the Issuer determines, in good faith, that any such disclosure would jeopardize the success of the transaction or that disclosure of the transaction is prohibited pursuant to the terms thereof. Except as set forth in the preceding sentence, the Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (North Coast Energy Inc / De/)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if the Registered Exchange Offer is not consummated within 180 days of the Issue Date, (iii) any Initial Purchaser so requests within 10 business days following consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other reason than an Exchanging Dealer) notifies the Company within 10 business days following consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer or such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date appropriate or the Exchange Offer available for such resales by such Holder; or such Holder is not consummated within 210 days after the Closing Date, or (iii) upon the request a broker-dealer and holds Notes that are part of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly an unsold allotment from the Company) following the consummation original sale of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from Notes, the Company and if such Initial Purchaser is not permitted, in shall take the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or following actions:
(iva) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use its best efforts to cause to be declared effective a Shelf registration statement (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement Statement, a "REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant b) Subject to clause Section 3 (iii) or in the circumstances of clause (iv) abovej). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) its effectiveness or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or are saleable pursuant to Rule 144k. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that or such amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Interactive Media Corp)
Shelf Registration. (i) IfIf the Company determines in its ------------------ reasonable discretion that, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company it is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 150 days after the Closing Date or the Exchange Offer is not consummated within 210 days after following the Closing Date, or (iii) upon the request of any Initial Purchaser Xxxxxxx Xxxxx (with respect to any Registrable Securities which it the Initial Purchasers acquired directly from the Company) following the consummation of the Exchange Offer if such any Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th 180th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser Xxxxxxx Xxxxx pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser Xxxxxxx Xxxxx pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and use its reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any the Initial Purchaser Purchasers after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser Xxxxxxx Xxxxx pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the requirements of the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to clauses (ii) and (iii), the Company shall not assume liability for statements in or omissions from the Registration Statement made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holders expressly for use therein. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders or by Xxxxxxx Xxxxx with respect to information relating to the Initial Purchasers if such Shelf Registration Statement is filed upon the request of Xxxxxxx Xxxxx pursuant to clause (iii) above and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities or the Initial Purchasers, as the case may be, 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 (Thomas & Betts Corp)
Shelf Registration. a. If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company Issuer determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 355 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an the Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:
(A) Issuer shall use its commercially reasonable efforts to, to effect a Shelf Registration Statement in accordance with subsection (b) below.
(i) The Issuer shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the SEC Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Securities Act within 120 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than the Initial Purchaser) shall be entitled to cause have the Securities or New Securities, as applicable, held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the SEC Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuer may, if permitted by current interpretations by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission’s staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Issuer shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the SEC Commission until the earlier of (A) the second anniversary of the original issuance; or one year from (B) the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and. The Issuer shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Issuer shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Securities Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Florida East Coast Holdings Corp.)
Shelf Registration. If (i) If, because of any change in applicable law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) hereof, 1 hereof or (ii) if for any other reason Notes validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Notes within 180 240 days after the Closing Issue Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which Notes or Private Exchange Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is applicable law or interpretations thereof by the Commission's staff do not eligible permit any Holder to participate in the Registered Exchange Offer or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities that are freely tradeable Notes in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Notes or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company and each of the Guarantors shall use its their commercially reasonable efforts to, to file as promptly as practicable, file practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use their commercially reasonable efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 3 of this Agreement) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts together with any ---------------------------- Exchange Offer Registration Statement, a "Registration Statement"); ---------------------- provided that no Holder (other than an Initial Purchaser) shall be entitled -------- to cause have the Notes held by it covered by such Shelf Registration Statement unless such Xxxxxx agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the The Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion each of the Exchange Offer;
(B) Guarantors shall use its their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Notes become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf ----- Registration Period"). The Company and each of the Guarantors shall be ------------------- deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company and each of the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Company and each of the Guarantors within 90 days thereafter comply with the requirements of Section 4(k) hereof. Any such period during which the Company and each of the Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Notes, Private Exchange Notes and Exchange Notes is referred to as a "Suspension ---------- Period". A Suspension Period shall commence on and include the date the ------ Company and each of the Guarantors give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Notes, Private Exchange Notes and Exchange Notes and shall end on the date when each Holder of Notes, Private Exchange Notes and Exchange Notes covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(k) hereof or is advised in writing by the Company and the each of the Guarantors that use of the prospectus may be resumed. Not more than one Suspension Period shall be permitted in any period of 360 consecutive days. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company and each of the Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' ------- Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or ----------- omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Tritel Finance Inc)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2 hereof, or (ii) if for with respect to any other reason Holder of Transfer Restricted Securities that notifies the Issuers within 30 days after such Holder becomes aware of the following restrictions (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date appropriate or the Exchange Offer is not consummated within 210 days after the Closing Dateavailable for such resales by such Holder, or (iiiC) upon the request of any such Holder is a Participating Dealer and holds Initial Purchaser (with respect to any Registrable Securities which it Notes acquired directly from the CompanyIssuers or one of their Affiliates (it being understood that, for purposes of this Section 3, (x) following the consummation requirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Offer if Notes acquired in exchange for such Initial Purchaser Notes shall hold Registrable Securities which it result in such Exchange Notes being not “freely tradeable” and (y) the requirement that a Participating Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer in exchange for Initial Notes acquired as a result of market-making activities or (iv) if any Holder, other than an Initial Purchaser, is trading activities shall not eligible to participate result in the such Exchange Offer or does Notes being not receive Exchange Securities that are “freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Acttradeable”), the Company shall, at its costfollowing provisions shall apply:
(Aa) The Issuers and the Guarantors shall use its commercially their reasonable best efforts to, as promptly as practicable, file with the SEC Commission a Shelf Registration Statement relating to the offer and sale of the Registrable Securities Initial Notes and Guarantees or the Exchange Notes and Exchange Guarantees, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement and Rule 415 under the Securities Act, provided that, with respect to Exchange Notes and Exchange Guarantees received by the Initial Purchasers in exchange for Initial Notes and the Guarantees constituting any portion of an unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(b) The Issuers and the Guarantors shall use its commercially their reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by under the SEC by Securities Act on or prior to the 210th 180th calendar day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required obligation to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file under this Section 3 arises and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof contained therein to be usable by Holders for a period until the earliest of (i) two years from after the original issue date of the Notes covered thereby; provided that this clause (i) shall not be considered in determining the time until which the Shelf Registration Statement remains effective for any Holder that is declared effective by an Affiliate of the SEC Investors (as defined in the Indentures), (ii) such time as all of the Notes have been sold thereunder or one year from (iii) the date upon which all Notes covered by such Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (in any such case, such period being called the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement is declared effective during the requisite period if the Issuers or the Guarantors voluntarily take any action that would result in Holders of Notes covered thereby not being able to offer and sell such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereofNotes during that period, use its best efforts to ensure that unless (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereundersuch action is required by applicable law, (ii) any Shelf Registration Statement the Issuers and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact the Guarantors comply with this Agreement 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 such action is taken by the Issuers or the Guarantors in good faith and for valid business reasons (not including avoidance of any Shelf Registration Statement, and any supplement to such Prospectus (as amended the Issuers’ or supplemented from time to timethe Guarantors’ obligations hereunder), does not include an untrue statement including the acquisition or divestiture of a material fact or omit to state a material fact necessary in order to make assets, so long as the statements, in light Issuers promptly thereafter comply with the requirements of the circumstances under which they were made, not misleading. The Company further agreesSection 4(m) hereof, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECapplicable.
Appears in 1 contract
Samples: Registration Rights Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company determines after consultation with its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 150 days after following the Closing Date original issue of the Registrable Securities or (B) the Exchange Offer is not consummated within 210 180 days after the Closing Dateoriginal issue of the Registrable Securities, or (iii) upon the request of any of the Initial Purchaser (Purchasers holding Private Exchange Securities with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of that are not eligible for Exchange Securities in the Exchange Offer or if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate Purchasers do not receive freely tradable Exchange Securities in the Exchange Offer or (iv) if upon notice of any Holder, Holder (other than an Initial Purchaser, ) given to the Company in writing within 30 days after the commencement of the Exchange Offer that (A) due to a change in law or SEC policy it is not eligible entitled to participate in the Exchange Offer Offer, (B) due to a change in law or does SEC policy it may not receive resell the Exchange Securities that are freely tradeable acquired by it in the United States following the consummation of the Exchange Offer other than to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by reason of such Holder being or (C) it is a brokerdealer and owns Registrable Securities acquired directly from the Company or an affiliate of the Company within the meaning Company, then in case of Rule 405 under the 1933 Act, each of clauses (i) through (iv) the Company shall, at its cost:
(Aa) use its commercially reasonable efforts to, as As promptly as practicable, file with the SEC SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;.
(Bb) use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date original issue of the Shelf Registration Statement is declared effective by the SEC (Registrable Securities, or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); andprovided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission's staff the SEC or the Canadian securities regulatory authorities, the Company is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Securities, or (vi) the United States Issuers so elect, then the following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costprovisions shall apply:
(Aa) The Issuers shall use its commercially their reasonable best efforts to, to file as promptly as practicablepracticable (but in no event more than 30 days after so required or requested, file in each case, pursuant to this Section 2) with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "Registration Statement").
(Bb) The Issuers shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Issuers will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Westinghouse Air Brake Technologies Corp)
Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective by the SEC within 180 150 days after the Closing Date or the Exchange Offer is not consummated within 210 180 days after following the Closing Original Issue Date, (iii) if any Holder (other than an Initial Purchaser) is not eligible to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive fully tradeable Exchange Notes pursuant to the Exchange Offer or (iiiiv) upon the request of any of the Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) Purchasers following the consummation of the Exchange Offer if (provided that such Initial Purchaser shall hold Registrable Securities which Notes that it acquired directly from the Company and if that such Initial Purchaser is not permitted, in the opinion of counsel to the such Initial PurchasersPurchaser, pursuant to applicable law or applicable interpretation of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer), the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities Notes and set forth in such Shelf Registration Statement; provided however, and that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Notes held by it covered by such Shelf Registration Statement unless such Holder agrees to be bound by all of the provisions of this Agreement applicable to such Holder,
(B) use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by under the SEC by the 210th day Securities Act within 150 days after the Closing Original Issue Date (or promptly in within 30 days of the event request of a request by any Initial Purchaser pursuant Purchaser); provided that, with respect to clause Exchange Notes received by a Broker-Dealer in exchange for any securities that were acquired by such Broker-Dealer as a result of market making or other trading activities, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (iiiA) solely with respect to broker-dealers who acquired their Securities as a result of market making or in other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the circumstances of clause (iv) above)provisions herein applicable to, a Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or in upon the circumstances request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities Notes held by such Holder or any such Initial Purchaser Purchaser, as applicable, after completion of the Exchange Offer;
(BC) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the after its effective date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities Notes covered by the Shelf Registration Statement have been sold pursuant thereto or otherwise cease to the Shelf Registration Statementbe Registrable Securities; and
(CD) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as practicable thereafter practicable and to furnish to the Holders of Registrable Securities Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated completed within 210 365 days after following the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser so requests (a “Shelf Request”), on or before the 60th day following consummation of the Registered Exchange Offer, with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, other than an Initial Purchaser, Holder is not eligible to participate in the Registered Exchange Offer or does may not receive Exchange resell the New Securities that are freely tradeable acquired by them in the United States Registered Exchange Offer to the public without delivering a Prospectus, and such Holder so requests on or before the 60th day following the consummation of the Registered Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shall, at its cost:Issuers and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ab) use its commercially reasonable efforts toIf a Shelf Registration Statement is required to be filed and becomes effective pursuant to Section 3(a), (i) (x), in the case of Section 3(a)(i), the Issuers and the Guarantors shall, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration StatementCommission, and shall use its their commercially reasonable efforts to cause the Shelf Registration Statement to become effective under the Securities Act within 365 days after the date hereof and (y), in the case of Section 3(a)(ii), (iii) or (iv), the Issuers and the Guarantors shall, as promptly as practicable, file the Shelf Registration Statement with the Commission, and shall use their commercially reasonable efforts to cause the Shelf Registration Statement to become effective under the Securities Act on or prior to the 485th day following the date hereof; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission’s staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) use its commercially reasonable efforts to The Issuers and the Guarantors shall keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration Statement becomes effective until the earlier of (A) the date upon which the Securities cease to be Transfer Restricted Securities (B) the date which is declared effective by the SEC (or one year two years from the date hereof or (C) the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed date upon which all the request of any Initial Purchaser pursuant to clause (iii) above) Securities or such shorter period which will terminate when all of the Registrable Securities New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Securities Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Everest Acquisition Finance Inc.)
Shelf Registration. If (i) If, because of any change in law or the applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective within exchanged for Exchange Securities on or prior to 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests on or prior to the 20th business day following the date on which the Registered Exchange Offer is consummated with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to applicable or (iv) any law or the applicable interpretation of interpretations thereof by the Staff of the SEC Commission's staff do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or and does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Securities so requests with respect to such Securities on or prior to the United States 20th business day following the consummation of date on which the Registered Exchange Offer other than by reason of such Holder being an affiliate of is consummated, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company and the Guarantors shall use its commercially their reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 3(a)) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, a "Registration Statement"); provided that no Holder (other than each Initial Purchaser) with respect shall be entitled to offers and sales of Registrable have any Securities held by such Holder or any Initial Purchaser after completion covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by the provisions of the Exchange Offer;this Agreement applicable to such Holder.
(Bb) The Company and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if any of them voluntarily take any action that results in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by law or the applicable interpretations thereof by the Commission's staff or (ii) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Company and the Guarantors on or prior to 60 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Company and Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date the Company and the Guarantors give 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, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such Shelf Registration Statement either receives copies of the supplemented or amended prospectus or other document contemplated by Section 4(j) hereof or is advised in writing by the Company and the Guarantors that use of the prospectus may be resumed. If more than one Suspension Period occurs during any period of 360 consecutive days, then the Company and the Guarantors will be jointly and severally obligated to pay Additional Amounts (as defined in Section 3(a)), in accordance with the provisions of Section 3, to each Holder of Transfer Restricted Securities during each such Suspension Period in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. If one or more Suspension Periods occur, the two-year time period referenced in the first sentence of this Section 2(b) shall be extended by the number of days included in each such Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company and the Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Alec Holdings Inc)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 days after the Closing Dateconsummation of the Merger, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of exchange, and any such Holder being an affiliate of so requests, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use its reasonable best efforts to cause to be declared effective a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) its effectiveness or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Pilgrims Pride Corp)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations inter-pretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated completed within 210 365 days after following the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser so requests (a “Shelf Request”), on or before the 60th day following consummation of the Registered Exchange Offer, with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, other than an Initial Purchaser, Holder is not eligible to participate in the Registered Exchange Offer or does may not receive Exchange resell the New Securities that are freely tradeable acquired by them in the United States Registered Exchange Offer to the public without delivering a Prospectus, and such Holder so requests on or before the 60th day following the consummation of the Registered Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shall, at its cost:Issuers and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ab) use its commercially reasonable efforts toIf a Shelf Registration Statement is required to be filed and becomes effective pursuant to Section 3(a), (i) (x), in the case of Section 3(a)(i), the Issuers and the Guarantors shall, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration StatementCommission, and shall use its their commercially reasonable efforts to cause the Shelf Registration Statement to become effective under the Securities Act within 365 days after the date hereof and (y), in the case of Section 3(a)(ii), (iii) or(iv), the Issuers and the Guarantors shall, as promptly as practicable, file the Shelf Registration Statement with the Commission, and shall use their commercially reasonable efforts to cause the Shelf Registration Statement to become effective under the Securities Act on or prior to the 485th day following the date hereof; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission’s staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) use its commercially reasonable efforts to The Issuers and the Guarantors shall keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration Statement becomes effective until the earlier of (A) the date upon which the Securities cease to be Transfer Restricted Securities (B) the date which is declared effective by the SEC (or one year two years from the date hereof or (C) the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed date upon which all the request of any Initial Purchaser pursuant to clause (iii) above) Securities or such shorter period which will terminate when all of the Registrable Securities New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Securities Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (MBOW Four Star, L.L.C.)
Shelf Registration. If (i) If, because of any change in applicable law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) hereof, 1 hereof or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective within 180 days after the Closing Date or the exchanged for Exchange Offer is not consummated Securities within 210 days after the Closing Date, Issue Date or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is applicable law or interpretation thereof by the Commission's staff do not eligible permit any Holder to participate in the Registered Exchange Offer or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) the Company shall use its commercially reasonable efforts to, to file as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 2, file subject to the parenthetical in the first sentence of Section 1 hereof) with the SEC Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts together with any Exchange Offer Registration Statement, a "Registration Statement"); provided that no Holder (other than the Purchasers) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iiii) above) October 1, 2003 or such shorter period which will terminate earlier date when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of its obligations hereunder), provided that the Company within 90 days thereafter complies with the requirements of Section 4(k) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date 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, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(k) hereof or is advised in writing by the Company that use of the prospectus may be resumed. Not more than one Suspension Period shall be permitted in any period of 360 consecutive days. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Telecorp PCS Inc /Va/)
Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective consummated within 180 365 days after the Closing Date or Time (provided that if the Exchange Offer shall be consummated after the date that is not consummated within 210 365 days after the Closing DateTime, or then the Company’s obligations under this clause (ii) arising from the failure of the Exchange Offer to be consummated by the date that is 365 days after the Closing Time shall terminate), (iii) if any Holder (other than an Initial Purchaser) is not eligible to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive fully tradable Exchange Senior Securities pursuant to the Exchange Offer or (iv) upon the written request of any of the Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) Purchasers within 90 days following the consummation of the Exchange Offer if Offer; provided that such Initial Purchaser shall hold Registrable Senior Securities which that it acquired directly from the Company and if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the such Initial PurchasersPurchaser, pursuant to applicable law or applicable interpretation of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Senior Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Senior Securities and set forth in such Shelf Registration Statement, and ;
(B) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by as promptly as practicable, but in no event later than the 210th 365th day after the Closing Date day the obligation to file such Shelf Registration Statement arises (or promptly in the event within 60 days of a request by of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (ivSection 2(b)(iv) above, if later (the “Request Extension Period); provided that, with respect to Exchange Senior Securities received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market-making or other trading activities, the Company may, if permitted by current interpretations by the staff of the SEC, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under paragraph (A) solely with respect to broker-dealers who acquired their Securities as a result of market-making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or in upon the circumstances request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its commercially reasonable efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Senior Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Senior Securities held by such Holder or any such Initial Purchaser Purchaser, as applicable, after completion of the Exchange Offer;
(BC) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the years, plus any extensions as provided in Section 2(d)(iii) below, after its effective date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Senior Securities covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement, (ii) cease to be outstanding or (iii) become eligible for resale pursuant to Rule 144 under the 1934 Act without volume restrictions; and
(CD) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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; provided, however, clauses (ii) and (iii) shall not apply to any information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company shall only permit Registrable Senior Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter practicable and to furnish to the Holders of Registrable Senior Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC, to the extent not otherwise available on XXXXX.
Appears in 1 contract
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 225 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company shall use its commercially reasonable best efforts to, to file as promptly as practicablepracticable (but in no event more than 180 days after so required or requested, file in each case pursuant to this Section 2) with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf registration statement (hereafter, a "SHELF REGISTRATION STATEMENT" and, together with any Exchange Offer Registration Statement, and use its commercially reasonable efforts a "REGISTRATION STATEMENT").
(b) Subject to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) aboveSection 4(b). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (MTS Inc)
Shelf Registration. (a) If (i) If, because of due to any change in applicable law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is and the Guarantors determine upon advice of outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 225 days after of the Closing Original Issue Date, or ; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which (or New Securities issued in respect thereof) that are not eligible to be exchanged for New Securities in the Registered Exchange Offer, and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange freely transferable New Securities that are freely tradeable in the United States following the consummation of the Registered Exchange Offer (it being understood that the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely transferable”), the Company shall, at its cost:and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the SEC Commission and shall use commercially reasonable efforts to cause to be declared effective under the Act on or prior to the later of (A) the 210th day following the Original Issue Date and (B) the 90th day after being so required or requested, a Shelf Registration Statement relating to the offer and sale of the Registrable applicable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution reasonably elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC by the 210th day after the Closing Date (or promptly in the event provisions of a request this Agreement applicable to such Holder; and provided further that with respect to New Securities received by any Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective the Guarantors may, if permitted by then current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) Subject to Section 4(k)(ii), the Company and the Guarantors shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC Commission until the earlier of (or one year from A) the first anniversary thereof, (B) the date upon which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Securities or such shorter period which will terminate when all of the Registrable Securities New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and, exchanged pursuant to DTC’s mandatory exchange procedures for 144A securities for unrestricted notes with the same CUSIP as the New Securities or are no longer outstanding (the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Company or the Guarantors voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company or the Guarantors, as applicable, in good faith and for valid business reasons (not including avoidance of the Company’s or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Act and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Standard Pacific Corp /De/)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after following the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request of any of the Initial Purchaser (Purchasers with respect to any Registrable Securities which it acquired directly from the Company(or Private Exchange Securities) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC eligible to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, a Holder is not eligible permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities that are freely tradeable in the United States following the consummation of pursuant to the Exchange Offer other than by reason Offer, then in case of such Holder being an affiliate each of the Company within the meaning of Rule 405 under the 1933 Act, clauses (i) through (iv) the Company shall, at its cost:
(Aa) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC, and thereafter use its best efforts to cause to be declared effective by the SEC as promptly as practicable but no later than 210 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any the Initial Purchaser pursuant to clause (iii) above or upon the request of any Holder (other than the Initial Purchaser) not eligible to participate in the circumstances of Exchange Offer pursuant to clause (iv) above, the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) 2.1 with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement combined with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any the Initial Purchaser after completion of the Exchange Offer;
(Bb) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (SEC, or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement or cease to be outstanding or otherwise to be Registrable Securities (the “Effectiveness Period”); andprovided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.
(Cc) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies comply in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, ; or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 315 days after of the Closing Date, date hereof or (iii) upon the request of any Initial Purchaser (with respect due to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, change in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of interpretations thereof by the Staff of the SEC to participate in the Exchange Offer or (iv) if Commission's staff, any Holder, other than an Initial Purchaser, is not Holder eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable on the date hereof is rendered ineligible to participate in the United States following the consummation of the Registered Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shallshall effect a Shelf Registration Statement in accordance with subsection (b) below. Nothing in this Section 3(a) shall require the Company, at its cost:following consummation of a Registered Exchange Offer as contemplated by Section 2 hereof, to thereafter effect a Shelf Registration Statement in respect of offers and sales of New Bonds by Holders that were eligible to participate in the Registered Exchange Offer but failed to tender such New Bonds for exchange.
(Ai) use its commercially reasonable efforts to, The Company shall as promptly as practicablepracticable (but in no event more than 180 days after so required or requested pursuant to this Section 3), file with the SEC Commission and shall use its reasonable best efforts to cause to be declared effective under the Act within 270 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities New Bonds or the Exchange Bonds, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder shall be entitled to cause have the New Bonds held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiiii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years the "Shelf Registration Period") from the date the Shelf Registration Statement is declared effective by the SEC Commission until the earlier of (or one year from A) the second anniversary of the date hereof or (B) the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed date upon which all the request of any Initial Purchaser pursuant to clause (iii) above) New Bonds or such shorter period which will terminate when all of the Registrable Securities Exchange Bonds, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use . The Company shall be deemed not to have used its reasonable best efforts to ensure keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Bonds covered thereby not being able to offer and sell such New Bonds at any time during the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder) including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Southern California Edison Co)
Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 calendar days after following the Closing Date or the Exchange Offer is not consummated within 210 calendar days after the Closing DateDate (provided that, if the Exchange Offer -------- Registration Statement shall be declared effective after such 180-day period or if the Exchange Offer shall be consummated after such 210-day period, then the Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day period or the failure of the Exchange Offer to be consummated within such 210-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser) is not eligible to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer or (iv) upon the written request of any of the Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) Purchasers within 90 days following the consummation of the Exchange Offer if Offer; provided that such Initial -------- Purchaser shall hold Registrable Securities which that it acquired directly from the Company and if that such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the such Initial PurchasersPurchaser, pursuant to applicable law or applicable interpretation of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, but no later than the 45th calendar day after such filing obligation arises, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and ;
(B) use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as practicable; provided that, with respect to Exchange Securities -------- received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market-making or other trading activities, the Company may, if permitted by current interpretations by the 210th day after staff of the Closing Date SEC, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under paragraph (A) solely with respect to broker-dealers who acquired their Securities as a result of market-making or promptly in other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the event of provisions herein applicable to, a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above)Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or in upon the circumstances request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any such Initial Purchaser Purchaser, as applicable, after completion of the Exchange Offer;
(BC) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the years, plus any extensions as provided in Section 2(d)(iii) below, after its effective date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement, (ii) cease to be outstanding or (iii) become eligible for resale pursuant to Rule 144 under the Exchange Act without volume restrictions; and
(CD) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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; provided, however, clauses (ii) and (iii) shall not apply to any -------- ------- information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter practicable 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
Shelf Registration. If any of (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission's staff the SEC Company and the Guarantors determine after consultation with their outside counsel that the Company or the Canadian securities regulatory authorities, the Company Guarantors is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 220 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to (iv) any applicable law or applicable interpretation of the Staff of the SEC does not permit any Holder to participate in the Exchange Offer or Offer, (ivv) if any Holder, other than an Initial Purchaser, is not eligible to participate Holder that participates in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) use its commercially reasonable efforts to, The Company and the Guarantors shall file as promptly as practicable, file practicable (but in no event more than the later of 60 days after so required or requested pursuant to this Section 2 or 180 days after the Issue Date) with the SEC Commission (the "Shelf Filing Date"), and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, a "Registration Statement"). "Transfer Restricted Securities" means each Security or Private Exchange Security until the earliest to occur of: (i) with respect to offers and sales of Registrable Securities held by the date on which such Holder or any Initial Purchaser after completion of Security has been exchanged for a freely transferable Exchange Security in the Exchange Offer;
, (Bii) use its commercially reasonable efforts to keep the date on which the resale of such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) the date on which such Security or such shorter period which will terminate when all of Private Exchange Security is distributed to the Registrable Securities covered by the Shelf Registration Statement have been sold public pursuant to Rule 144 under the Shelf Registration Statement; and
(CSecurities Act or is saleable pursuant to Rule 144(k) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with under the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECAct.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Abraxas Petroleum Corp)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing date of original issue of the Initial Securities (the “Issue Date”), or (iii) upon the request of any Initial Purchaser (Placement Agent so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in such Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the applicable Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in such Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer exchange (other than by reason due solely to the status of such Holder being as an affiliate of the Company ours within the meaning of Rule 405 under the 1933 Securities Act), and such Holder so requests the Company in writing on or prior to 20 business days following the Registered Exchange Offer, the Company shall use commercially reasonable efforts to take the following actions:
(a) The Company shall, at its cost:
, as promptly as practicable (Abut in no event more than 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable efforts toto cause to be declared effective (unless it becomes effective automatically upon filing) one or more registration statements (collectively, as promptly as practicablethe “Shelf Registration Statement” and, file together with the SEC Exchange Offer Registration Statement, a Shelf “Registration Statement Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities of each series by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than a Placement Agent) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, subject to Sections 3(b) and 3(j) hereof, in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or for such longer period if extended pursuant to Section 3(j) below) (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon at the request of any Initial Purchaser pursuant to clause (iiia Holder or Holders) above) from the Issue Date or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding, (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or cease to be Transfer Restricted Securities. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders misleading (other than with respect to information relating included therein in reliance upon or in conformity with written information furnished to the Holders and otherwise as required Company by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies or on behalf of any such supplement or amendment promptly after its being used or filed with the SECHolder specifically for use therein).
Appears in 1 contract
Samples: Registration Rights Agreement (Catalent USA Woodstock, Inc.)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company determines after consultation with its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 150 days after following the Closing Date original issue of the Registrable Securities or (B) the Exchange Offer is not consummated within 210 180 days after the Closing Dateoriginal issue of the Registrable Securities, or (iii) upon the request of any of the Initial Purchaser (Purchasers holding Private Exchange Securities with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of that are not eligible for Exchange Securities in the Exchange Offer or if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate Purchasers do not receive freely tradable Exchange Securities in the Exchange Offer or (iv) if upon notice of any Holder, Holder (other than an Initial Purchaser, ) given to the Company in writing within 30 days after the commencement of the Exchange Offer that (A) due to a change in law or SEC policy it is not eligible entitled to participate in the Exchange Offer Offer, (B) due to a change in law or does SEC policy it may not receive resell the Exchange Securities that are freely tradeable acquired by it in the United States following the consummation of the Exchange Offer other than to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by reason of such Holder being or (C) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or an affiliate of the Company within the meaning Company, then in case of Rule 405 under the 1933 Act, each of clauses (i) through (iv) the Company shall, at its cost:
(Aa) use its commercially reasonable efforts to, as As promptly as practicable, file with the SEC SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;.
(Bb) use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date original issue of the Shelf Registration Statement is declared effective by the SEC (Registrable Securities, or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); andprovided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company Partnership determines upon the advice of its counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof2.1, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 365 days after the Closing Date, original Exchange Date or (iii) upon if a Holder notifies the request of any Initial Purchaser (with respect Partnership in writing prior to any Registrable Securities which it acquired directly from the Company) 20th day following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which that it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to permitted by applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate participates in the Exchange Offer or and does not receive fully tradeable Exchange Securities that are freely tradeable in the United States following the consummation of pursuant to the Exchange Offer other than by reason Offer, then in case of such Holder being an affiliate each of clauses (i) through (iii) the Company within the meaning of Rule 405 under the 1933 Act, the Company Partnership shall, at its reasonable cost:
(Aa) As promptly as practicable, but no later than 90 days after being required to do so under this Section 2.2, file with the SEC, and thereafter shall use its commercially reasonable efforts to, to cause to become effective as promptly as practicablepracticable but no later than 270 days after being required to do so under this Section 2.2, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by however, that nothing in this Section 2.2(a) shall require the SEC by the 210th day after the Closing Date (or promptly in the event filing of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon prior to the request of any Initial Purchaser pursuant to clause (iii) or in deadline for filing the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant set forth in Section 2.1; provided, further, that no Holder shall be entitled to Section 2(a) with respect to all Registrable Securities and be named as a selling security holder in the Shelf Registration Statement (which may be or to use the Prospectus forming a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales part thereof for resales of Registrable Securities held by unless such Holder or any Initial Purchaser after completion has signed and returned to the Partnership a notice and questionnaire as distributed by the Partnership consenting to such Holder’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Exchange Offer;Partnership as the Partnership may reasonably request.
(Bb) use Use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Exchange Date, or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; andStatement or cease to be outstanding or otherwise to be Registrable Securities.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any Prospectus as of the date thereof forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time) (each, as of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. The Company Partnership further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below), to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SECSEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 365 days after the Exchange Date, the Partnership shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).
Appears in 1 contract
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company is and the Guarantor are not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason reason, the Exchange Offer Registration Statement is not declared effective within 180 days after following the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Date, Date or (iii) upon if a Holder furnishes to the request of any Initial Purchaser (with respect Company in writing prior to any Registrable Securities which it acquired directly from the Company) 20th business day following the consummation of the Exchange Offer if such notice that, after consultation with counsel, (A) it is not permitted by applicable law to participate in the Exchange Offer, (B) it is an Initial Purchaser shall hold Registrable and that such Securities which are not eligible to be exchanged for Exchange Securities, or (C) it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC elected to participate in the Exchange Offer or but did not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, then in case of each of clauses (ivi) if through (iii) (the date on which any Holderof the conditions described in clauses (i) through (iii) occurs, other than an Initial Purchaser, is not eligible to participate including in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in case of clause (iii) the United States following the consummation receipt of the Exchange Offer other than by reason of such Holder required notice, being an affiliate of a “Trigger Date”) the Company within and the meaning of Rule 405 under the 1933 Act, the Company Guarantor shall, at its their cost:
(Aa) use its commercially reasonable efforts to, as promptly as practicable, file File with the SEC within 60 days after the Trigger Date (or, if later, by the date the Company and the Guarantor are obligated to file an Exchange Offer Registration Statement), and thereafter shall use their reasonable efforts to cause to be declared effective within 150 days after the Trigger Date (or, if later, by the date the Company and the Guarantor are obligated to use their reasonable efforts to have the Exchange Offer Registration Statement declared effective), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder shall be entitled to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by it included in the Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing such information as the Company may reasonably request for inclusion in the Shelf Registration Statement or any Initial Purchaser after completion of the Exchange Offer;Prospectus included therein.
(Bb) use its commercially Use their reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (Closing Date, or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement or cease to be outstanding or otherwise to be Registrable Securities (the “Effectiveness Period”); andprovided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best their reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 the light of the circumstances under which they were made, not misleading. The Company and the Guarantor shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company and the Guarantor further agreesagree, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable 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 (Tyco International LTD /Ber/)
Shelf Registration. In the event that (i) Ifthe Operating Partnership reasonably determines, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesafter conferring with counsel (which may be in-house counsel), the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason that the Exchange Offer Registration Statement provided in Section 2(a) above is not declared effective within 180 days after available under applicable law and regulations and currently prevailing interpretations of the Closing Date or staff of the SEC, (ii) the Exchange Offer is not consummated within 210 195 days after the Closing Date, Issue Date or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and Notes held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial PurchasersXxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretation interpretations of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not and thereby receive Exchange Securities 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 United States following date of occurrence thereof, the consummation "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer other than contemplated by reason of such Holder being an affiliate of Section 2(a), as the Company within the meaning of Rule 405 under the 1933 Actcase may be, the Company Operating Partnership shall promptly notify the Holders thereof and shall, at its cost:
(A) , use its commercially reasonable best efforts to, to cause to be filed as promptly as practicablepracticable after such Shelf Registration Event Date, file with as the SEC case may be, a Shelf Registration Statement relating to providing for the offer and sale by the Holders of all of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration StatementNotes, and shall use its commercially reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the 210th day provisions of this Agreement applicable to such Holder and furnishes to the Operating Partnership in writing, within 15 days after the Closing Date (or promptly in the event receipt of a request therefor, such information as the Operating Partnership may, after conferring with counsel with regard to information relating to Holders that would be required by any Initial Purchaser pursuant the SEC to clause (iii) or be included in the circumstances of clause (iv) above). In the event that the Company is required to file a such Shelf Registration Statement upon the or Prospectus included therein, reasonably request of for inclusion in any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Shelf Registration Statement pursuant or Prospectus included therein. Each Holder as to Section 2(a) which any Shelf Registration is being effected agrees to furnish to the Operating Partnership all information with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with such Holder necessary to make the Exchange Offer Registration Statement) with respect information previously furnished to offers and sales of Registrable Securities held the Operating Partnership by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) not materially misleading. The Operating Partnership agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit and the Prospectus forming part thereof to be usable by Holders for a period of two years from resales for the date earlier of: (a) the Shelf Registration Statement is declared effective by the SEC Rule 144(k) Period or (or one year from the date the Shelf Registration Statement is declared effective if b) such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when time as all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement or cease to be Registrable Notes (C) notwithstanding the "Effectiveness Period"). The Operating Partnership shall not permit any securities other provisions hereof, use its best efforts to ensure that than (i) any the Operating Partnership’s issued and outstanding securities currently possessing incidental registration rights and (ii) Registrable Notes, to be included in the Shelf Registration. The Operating Partnership will, in the event a Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes is declared effective, contain an untrue statement provide to each Holder a reasonable number of copies of the Prospectus which is 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 the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any supplement other action required 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 permit unrestricted resales of the circumstances under which they were made, not misleadingRegistrable Notes. The Company Operating Partnership further agrees, if necessary, to supplement or amend the Shelf Registration Statement Statement, if reasonably requested required by the Majority Holders with respect to information relating rules, regulations or instructions applicable to the Holders and otherwise as required registration form used by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and the Operating Partnership for such Shelf Registration to become usable as soon as thereafter practicable Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Operating Partnership agrees to furnish to the Holders of Registrable Securities Notes 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 (Chelsea Gca Realty Partnership Lp)
Shelf Registration. If (i) If, because of any change in law or applicable ------------------ interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Drs. validly tendered and not withdrawn pursuant to the Registered Exchange Offer Registration Statement is are not declared effective within 180 days after the Closing Date or the exchanged for Exchange Offer is not consummated Drs. within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to for the Initial Purchasers, pursuant to a registration statement must be filed or a prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Drs. because such Drs. represent an unsold allotment from the original offering thereof, or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable Drs. in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Drs., or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company shall use its commercially reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities Transfer Restricted Drs. (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statementregistration statement (hereafter, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by "SHELF REGISTRATION STATEMENT" and, together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "REGISTRATION STATEMENT").
(Bb) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Drs. for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities Transfer Restricted Drs. covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Drs. become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Drs. covered thereby not being able to offer and sell such Transfer Restricted Drs. during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Rite Aid Corp)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company is and the Guarantors determine upon the advice of the Company's outside counsel that they are not permitted to effect either of the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason either of the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 180 days after of the Closing Issue Date, ; or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the applicable Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the such Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from Offer, the Company and if such Initial Purchaser is not permitted, the Guarantors shall effect a Shelf Registration Statement in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or accordance with subsection (ivb) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its cost:below.
(Ai) use its commercially reasonable efforts to, The Company and the Guarantors shall as promptly as practicable, practicable (but in no event more than 45 days after so required or requested pursuant to this Section 3 file with the SEC Commission and thereafter shall use its best efforts to cause to be declared effective under the Act no later than 90 days after so required or requested a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions of this Agreement applicable to such Holder.
(Bii) The Company and the Guarantors shall use its commercially reasonable their 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 forming part thereof to be usable by Holders for a period of two years from the date of issuance of the Shelf Registration Statement is declared effective by Securities (plus the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request number of days in any Initial Purchaser pursuant to clause (iii) aboveSuspension Period) or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement (in any such case, such period being called the "Shelf Registration Period"); and
provided, however, that the Company and the Guarantors shall not be obligated to keep the Shelf Registration Statement effective or to permit the use of any Prospectus forming a part of the Shelf Registration Statement if (CA) notwithstanding the Company and the Guarantors determine, in their reasonable judgment, upon advice of counsel that the continued effectiveness and use of the Shelf Registration Statement would (x) require the disclosure of material information which the Company or the Guarantors have a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other provisions material transaction involving the Company or the Guarantors or any of their subsidiaries; and provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reasons shall last no longer than an aggregate of 45 calendar days in any three-month period or no more than an aggregate of 90 calendar days during any twelve-month period (whereafter a Registration Default, as hereinafter defined, shall occur) and (B) the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, . Any such period during which the Company and the Guarantors are excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company or the Guarantors give notice to the Holders that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso in clause (A) above (without notice of the nature or details of such events) and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Shelf Registration Statement receives copies of any supplemented or amended Prospectus or is advised in writing by the Company and the Guarantors that use its of the Prospectus may be resumed. The Company and the Guarantors shall be deemed not to have used their best efforts to ensure keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is permitted pursuant to this subsection or required by applicable law.
(iiii) any The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Gtech Holdings Corp)
Shelf Registration. (ia) IfThe Company shall, because provided that it is eligible to use Form S-3 or any similar or successor form thereto in connection with a secondary public offering of its equity securities, as soon as commercially reasonable, but in any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is event not permitted to effect the Exchange Offer as contemplated by Section 2(alater than thirty (30) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after following the Closing Date, file a Registration Statement on Form S-3 or such similar or successor form, with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (iiior any successor rule then in effect) to permit the public resale of all Registrable Securities held by each of the Investors or their respective Permitted Transferees (the “Resale Shelf”). The Company shall use commercially reasonable efforts to cause the Resale Shelf to become effective as soon as practicable thereafter. The Company shall give written notice of the expected filing of the Resale Shelf at least 10 Business Days prior to the filing thereof to each Investor eligible to be named therein and the Company shall include in the Resale Shelf all Registrable Securities of each Investor; provided, however, that in order to be named as a selling stockholder in the Resale Shelf, each Investor must furnish to the Company in writing such information as may be reasonably requested by the Company for the purpose of including such party’s Registrable Securities in the Resale Shelf, within 5 Business Days after receipt of the Company’s written notice of anticipated filing of the Resale Shelf.
(b) At any time following the Closing when (i) the Company is eligible to use Form S-3 or any similar or successor form thereto in connection with a secondary public offering of its equity securities and (ii) a Shelf Registration (including the Resale Shelf) on a Form S-3 registering Registrable Securities for resale is not then effective, upon the written request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActInitiating Holders, the Company shall, at its cost:
(Ai) promptly, and in any event, within five (5) days after receiving such request, give written notice of the proposed registration to all other Holders; and
(ii) use its commercially reasonable efforts toto register, as promptly as practicableunder the Securities Act on Form S-3 for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), file with the SEC a Shelf Registration Statement relating to the offer and sale of all or a portion of the Registrable Securities requested to be included by the requesting Holder(s), together with all Registrable Securities requested by any Holder or Holders from time to time joining in accordance with the methods of distribution elected such request as are specified in a written request received by the Majority Holders Company within five (5) days after such written notice from the Company is delivered. The “Plan of such Registrable Securities and set forth in Distribution” section of such Shelf Registration Statement(including the Resale Shelf) shall permit all lawful means of disposition of Registrable Securities, including, without limitation, firm commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as practicable after the written request of the requesting Holder(s), file a Registration Statement and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by as promptly as practicable, and remain effective until the SEC by date set forth in Section 2.6(a)(ii).
(c) Upon the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the written request of any Initial Purchaser pursuant the requesting Initiating Holder(s), which request shall specify the class or series and amount of such requesting Initiating Holders’ Shelf Registered Securities, as applicable, to clause be sold (iii) or in the circumstances of clause (iv) above“Requested Shelf Registered Securities”), the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) perform its obligations hereunder with respect to all the sale of such Requested Shelf Registered Securities in the form of a firm commitment underwritten public offering (unless otherwise consented to by such Initiating Holder(s)) (a “Shelf Public Offering”). The lead managing underwriter or underwriters selected for such Shelf Public Offering shall be selected in accordance with Section 2.6(f).
(d) In a Shelf Public Offering, if the lead managing underwriter advises the Company and the selling Holders, that, in its view, the number of Registrable Securities and a requested to be included in such Shelf Registration Statement Public Offering (which may including any securities that the Company proposes to be a combined Registration Statement with included that are not Registrable Securities) exceeds the Exchange Offer Registration StatementMaximum Offering Size, the Company shall include in such Shelf Public Offering, in the priority listed below, up to the Maximum Offering Size:
(i) with respect first, all Shelf Registered Securities requested to offers and sales be included in such Shelf Public Offering by the Holders, based on the pro rata percentage of Registrable Securities held by such Holder or any Initial Purchaser after completion Holders (determined based on the aggregate number of the Exchange OfferRegistrable Securities held by each such Holder);
(Bii) second, any securities proposed to be included in the Shelf Public Offering by the Company; and
(iii) third, any securities proposed to be included in the Shelf Public Offering for the account of any other Persons, with such priorities among them as the Company shall determine.
(e) The Company shall use its commercially reasonable efforts to keep cooperate in a timely manner with any request of the requesting Holder in respect of any block trade, hedging transaction or other transaction that is registered pursuant to a Shelf Registration Statement continuously effective that is not a firm commitment underwritten offering (each, an “Alternative Transaction”), including entering into customary agreements with respect to such Alternative Transactions (and providing customary representations, warranties, covenants and indemnities in order such agreements) as well as providing other reasonable assistance in respect of such Alternative Transactions of the type applicable to permit a Public Offering subject to Section 2.6, to the Prospectus forming part thereof to be usable by Holders extent customary for such transactions. The Company shall bear all Registration Expenses in connection with any Shelf Registration, any Shelf Public Offering or any other transaction (including any Alternative Transaction) registered under a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (pursuant to this Section 2.2, whether or one year from the date the Shelf Registration Statement is declared effective if not such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) becomes effective or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any Public Offering or other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECtransaction is completed.
Appears in 1 contract
Samples: Registration Rights Agreement (Target Hospitality Corp.)
Shelf Registration. If (i) If, because of any change in applicable law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) hereof, 1 hereof or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective within 180 days after the Closing Date or the exchanged for Exchange Offer is not consummated Securities within 210 days after the Closing Date, Issue Date or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is applicable law or interpretation thereof by the Commission's staff do not eligible permit any Holder to participate in the Registered Exchange Offer or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) the Company shall use its commercially reasonable efforts to, to file as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 2, file subject to the parenthetical in the first sentence of Section 1 hereof) with the SEC Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts together with any Exchange Offer Registration Statement, a "Registration Statement"); provided that no Holder (other than the Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of two years from (i) the first anniversary of the date of the Shelf Registration Statement is declared effective by termination of the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Merger Agreement or such shorter period which will terminate earlier date when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of its obligations hereunder), provided that the Company within 90 days thereafter complies with the requirements of Section 4(k) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date 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, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(k) hereof or is advised in writing by the Company that use of the prospectus may be resumed. Not more than one Suspension Period shall be permitted in any period of 360 consecutive days. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Senior Subordinated Discount Notes Agreement (Telecorp Communications Inc)
Shelf Registration. (i) If, because of any change in law or ------------------ applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company Issuer is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Original Issue Date, or (iii) upon the request of any an Initial Purchaser (with respect to any Registrable Securities Notes which they acquired directly from the Issuer) if such Initial Purchaser holds Registrable Notes which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company Issuer, and if such Initial Purchaser is not permitted, in the opinion of counsel to the such Initial PurchasersPurchaser, pursuant to applicable law or applicable interpretation of the Staff staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company Issuer shall, at its cost:,
(A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities Notes and set forth in such Shelf Registration Statement, and use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th 60th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above)such filing. In the event that the Company Issuer is required to file a Shelf Registration Statement upon the request of any an Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company Issuer shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities Notes held by such Holder or any the Initial Purchaser Purchasers after completion of the Exchange Offer; provided that, with respect to Exchange Notes received by the Initial Purchasers in exchange for any portion of an unsold allotment of Initial Notes, the Issuer may, if permitted by current interpretations by the staff of the SEC, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 2(b) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by (for so long as such interpretation of the SEC shall continue to be effective) the provisions herein applicable to, a Shelf Registration Statement;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any an Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when (i) all of the Registrable Securities Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Issuer, all of the Registrable Notes then held by the Holders (which are not affiliates of Issuers) may be sold by such Holders in the public United States securities markets without registration under the 1933 Act pursuant to Rule 144(k) under the 1933 Act or any successor provision thereto or (iii) the date on which there ceases to be outstanding any Registrable Notes; and
(C) notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (ix) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies comply in all material respects with the 1933 Act and the rules and regulations thereunder, (iiy) any Shelf Registration Statement and any amendment thereto does do not, when it becomes effectiveupon effectiveness, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iiiz) any Prospectus forming part of any Shelf Registration Statement, Statement and any supplement to such Prospectus (as amended or supplemented from time to time), does ) do 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 Company Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities Notes 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 (Globenet Communications Group LTD)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Issuers shall as promptly as practicablepracticable (but in no event more than 180 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter shall use their best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission’s staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Issuers shall use its commercially reasonable their 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 forming part thereof to be usable by Holders for a period of two years from the date of issuance of the Shelf Registration Statement is declared effective by Securities or the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) New Securities, covered thereby, as applicable, or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use its such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their best efforts to ensure keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (iA) any such action is required by applicable law; or (B) such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly thereafter comply with the requirements of Section 4(k) hereof, if applicable.
(iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Act and the rules and regulations thereunder, of the Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Mediacom Broadband Corp)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuer and the Guarantor are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 420 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests within 90 days after consummation of the Registered Exchange Offer with respect to any Registrable Transfer-Restricted Securities which or Private Exchange Securities not eligible to be exchanged for the Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation interpretations do not permit any Holder of the Staff of the SEC Transfer-Restricted Securities to participate in the Registered Exchange Offer, or (v) any Holder of Transfer-Restricted Securities that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that in exchange for tendered Transfer-Restricted Securities, or (vi) any Transfer-Restricted Securities validly tendered pursuant to the Registered Exchange Offer are freely tradeable in the United States following the consummation of not exchanged for the Exchange Offer other than by reason of such Holder Securities promptly after being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costaccepted for exchange:
(Aa) The Issuer and the Guarantor shall use its commercially their reasonable best efforts toto prepare and file, if as promptly as practicablerequired or requested pursuant to this Section 2, file with the SEC Commission and shall use their reasonable best efforts to cause to be declared effective no later than the later of (x) 420 days after the Issue Date and (y) 90 days after so required or requested pursuant to this Section 2, a Shelf Registration Statement shelf registration statement on an appropriate form under the Act relating to the offer and sale of the Registrable Transfer-Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, the “Shelf Registration Statement” and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement together with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a “Registration Statement”).
(Bb) The Issuer and the Guarantor shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders of Transfer-Restricted Securities for a period of two years (i) six months from the first day that the Shelf Registration Statement becomes effective or (ii) such shorter period that will terminate upon the earlier to occur of (x) all of the Transfer-Restricted Securities covered by such Shelf Registration Statement having been sold pursuant thereto or (y) all of such Securities ceasing to be Transfer-Restricted Securities (the period from the effective date of such Shelf Registration Statement until the earlier of the events described in clauses (i) and (ii) above, the “Shelf Registration Period”).
(c) In the absence of events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Issuer and the Guarantor shall not be permitted to discharge their obligations under Section 1 hereof by means of the filing of the Shelf Registration Statement.
(d) The Issuer will have the ability to suspend the Shelf Registration Statement, as limited below (a “Suspension Period”), if the Issuer determines, in its reasonable judgment, that the continued effectiveness and/or use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Issuer. A Suspension Period shall commence on and include the date that the Issuer gives written notice to all Holders of Transfer-Restricted Securities that the Shelf Registration Statement is declared no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer-Restricted Securities covered by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon and continue until holders of such Transfer-Restricted Securities (as defined below) either receive the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all copies of the Registrable Securities covered supplemented or amended prospectus contemplated by Section 4(j) hereof or receive an Advice (as defined below) that use of the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement prospectus may be resumed. No Suspension Period shall be for more than 30 consecutive days and any amendment thereto and such Suspension Periods may not exceed 60 days in the aggregate during any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECtwelve month period.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Leidos Holdings, Inc.)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission's staff the SEC or the Canadian securities regulatory authorities, the Company is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) hereof, 1 or (ii) if for any other reason Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 300 days after the Closing Issue Date or or, if the Exchange Offer is not consummated within 210 days after being made but is required by law to be extended to a later date, the Closing Dateexpiration of such later date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is applicable law or interpretations do not eligible permit any Holder to participate in the Registered Exchange Offer or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of exchange for tendered Securities, unless such Holder being an affiliate of has failed to satisfy the Company within conditions related to receiving freely transferable Exchange Securities or (vi) the meaning of Rule 405 under Issuers so elect, then the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) the Issuers shall use its commercially their reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted 5 5 Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer, a "Registration Statement");
(Bb) the Issuers shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration StatementStatement effective during the requisite period if either of them voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken in good faith and for valid business reasons (not including the avoidance of the Issuers' obligations hereunder) related to the acquisition or divestiture of assets, so long as the Issuers comply with the requirements of Section 4(j), if applicable; and
(Cc) notwithstanding any other provisions hereof, use its best efforts to the Issuers will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to either of the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (SFG Capital Corp)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing date of original issue of the Initial Securities (the “Issue Date”), or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of such Holder being an affiliate of exchange, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Xxxxxx agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective lawfully delivered by the SEC Holders of the relevant Securities, until the earlier of (or x) one year from following the effective date the Shelf Registration Statement is declared effective if of such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause and (iiiy) above) or such shorter period which will terminate when time as all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (the time period until the earlier of the foregoing being referred to herein as the “Shelf Registration Period”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Kodiak Oil & Gas Corp)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company Issuers determine upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 270 days after of the Closing Issue Date, or ; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an the Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer; or (v) in the case the Initial Purchaser participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser delivers a Prospectus containing the information required by Item 507 and 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot "freely tradeable"), the Company shall, at its cost:Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ab) use its commercially reasonable efforts to, The Issuers shall as promptly as practicablereasonably practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the SEC a Shelf Registration Statement Commission and thereafter shall use its reasonable best efforts to cause to be declared effective prior to the Effectiveness Date relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders a majority of such Registrable Securities Holders and set forth in such Shelf Registration Statement; PROVIDED, and use its commercially reasonable efforts HOWEVER, that nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to cause the deadline for filing the Exchange Offer Registration Statement set forth in Section 2(a); PROVIDED, FURTHER, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; PROVIDED, FURTHER, that with respect to New Securities received by the SEC Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission's staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 and 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bc) The Issuers shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date Issue Date of the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Securities or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement or cease to be outstanding (C) notwithstanding in any other provisions hereofsuch case, use such period being called the "SHELF REGISTRATION PERIOD"). The Issuers shall be deemed not to have used its reasonable best efforts to ensure keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities or New Securities covered thereby not being able to offer and sell such Securities or New Securities during that period, unless (iA) any such action is required by applicable law; or (B) such action is taken by such Issuer in good faith and for valid business reasons (not including avoidance of the Issuers' obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.
(d) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the 1933 applicable requirements of the Act and the rules and regulations thereunder, of the Commission; and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Inn of the Mountain Gods Resorts & Casino)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date by December 2, 2002 or the Registered Exchange Offer is not consummated within 210 days after the Closing Dateby December 31, or 2002; (iii) upon the request of any Initial Purchaser (determines upon advice of its counsel that a Shelf Registration Statement must be filed in connection with respect any public offering or sale of Securities that are not eligible to any Registrable be exchanged for New Securities which in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, Holder (other than an the Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable New Securities in the United States following the consummation of the Registered Exchange Offer other than by reason of such Holder being an affiliate Affiliate of the Company within (it being understood that the meaning requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with sales of Rule 405 under the 1933 ActNew Securities shall not result in such New Securities being not "freely tradeable"), the Company shalland the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) If required pursuant to subsection (a) above,
(i) the Company and the Guarantors, at its their cost:
(A) use its commercially reasonable efforts to, shall as promptly as practicable, but in no event later than 90 days after such obligation to file arises, file with the SEC Commission and thereafter shall use their reasonable best efforts to cause to be declared effective under the Act as soon as practicable, but in no event later than December 31, 2002, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than the Initial Purchaser) shall be entitled to cause have the Securities or New Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective the Guarantors may, if permitted by current interpretations by the SEC both an Commission's staff, file a post- effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) the Company and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period the earlier of two years from (A) the date time when all of the Securities or New Securities, as applicable, covered by the Shelf Registration Statement is declared effective by the SEC can be sold pursuant to Rule 144 without limitation under clauses (or one year from c), (e), (f) and (h) of Rule 144, (B) the date on which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Securities or such shorter period which will terminate when all of the Registrable Securities New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
, and (C) notwithstanding the date two years from the date the Shelf Registration Statement is declared effective by the Commission (in any other provisions hereofsuch case, use its such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to ensure keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities or New Securities covered thereby not being able to offer and sell such Securities or New Securities during that period, unless (iA) any such action is required by applicable law; or (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's and the Guarantors' obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Nabors Industries LTD)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted under applicable law, rules, regulations or Commission policy to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if the Registered Exchange Offer is not for any other reason consummated prior to the later of (x) the 60th day following the effectiveness of the Exchange Offer Registration Statement is not declared effective within 180 days after and (y) the Closing Date or the Exchange Offer is not consummated within 210 days 325th day after the Closing Date, or (iii) upon prior to the request 30th day following completion of the Registered Exchange Offer, any Initial Purchaser (so requests in writing with respect to any Registrable Securities which not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable or a broker-dealer notifies us that it holds Securities which it acquired directly from the Company and if or an Affiliate of the Company, or (iv) prior to the 30th day following completion of the Registered Exchange Offer, any Holder notifies the Company that, due to any change or development in law, rules, regulations or Commission policy, (A) such Initial Purchaser Holder is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC permitted to participate in the Registered Exchange Offer or (ivB) if any Holder, other than an Initial Purchaser, is such Holder will not eligible to participate receive freely transferable Exchange Securities in exchange for tendered Securities (it being understood that a requirement that a Holder deliver the prospectus contained in the Exchange Offer or does not receive Registration Statement in connection with the sale of Exchange Securities that are shall not result in such Exchange Securities being not "freely tradeable in transferable"), then the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costprovisions shall apply:
(Aa) The Company shall use its commercially reasonable efforts toto file prior to the later of (i) 325th days after the Closing Date and (ii) 120 days after the obligation to file arises pursuant to this Section 2, and thereafter shall use its commercially reasonable efforts to cause to be declared effective as promptly as practicablepractical on or prior to 210 days after such filing, file with a shelf registration statement on an appropriate form under the SEC a Shelf Registration Statement Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (as amended or supplemented from time to time, hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, a "Registration Statement") with respect provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to offers and sales of Registrable have the Securities or the Exchange Securities held by it covered by the Shelf Registration Statement unless such Xxxxxx agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder (it being agreed that each Initial Purchaser's agreement thereto is evidenced by the execution of this Agreement by or any Initial Purchaser after completion of the Exchange Offer;on its behalf).
(Bb) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and available in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date of issuance of the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Securities or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which such Securities become eligible for resale without restrictions pursuant to clauses (c), (e), (f) and (h) of Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement; andPeriod").
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Select Medical Holdings Corp)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Company is Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, Holder (other than an the Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActOffer, the Company shall, at its cost:Issuers and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Issuers and the Guarantors shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter shall use their reasonable best efforts to cause to be declared effective under the Act, within 180 days after it is filed, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than the Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the SEC Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission's staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Issuers and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Commission or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use its such period being called the "Shelf Registration Period"). The Issuers and the Guarantors shall be deemed not to have used their best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend keep the Shelf Registration Statement effective during the requisite period if reasonably requested by the Majority either Issuer or any Guarantor voluntarily takes any action that would result in Holders with respect of Securities covered thereby not being able to information relating to the Holders offer and otherwise as sell such Securities during that period, unless (A) such action is required by Section 3(bapplicable law; or (B) belowsuch action is taken by such Issuer or such Guarantor in good faith and for valid business reasons (not including avoidance of the Issuers' or the Guarantors' obligations hereunder), to use all reasonable efforts to cause any such amendment to become effective including the acquisition or divestiture of assets, so long as the Issuers and such Shelf Registration to become usable as soon as the Guarantors promptly thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed comply with the SECrequirements of Section 5(k) hereof, if applicable.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Plains All American Pipeline Lp)
Shelf Registration. If (i) If, because of any change in law or ------------------ applicable interpretations thereof by the Staff of Commission's staff the SEC or the Canadian securities regulatory authorities, the Company Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 180 days after the Closing Issue Date, or (iii) upon any Securities tendered pursuant to the request Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the Registered Exchange Offer, or (iv) any Initial Purchaser (so requests with respect to any Registrable Securities which not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (v) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer or (iv) if any HolderOffer, other than an Initial Purchaser, is not eligible to participate in then the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costprovisions shall apply:
(Aa) use its commercially reasonable efforts to, The Issuer and the Guarantors shall file as promptly as practicable, file practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2 and not earlier than 120 days after the Issue Date) with the SEC Commission (the "Shelf Filing ------------ Deadline"), and thereafter shall use its reasonable best efforts to -------- cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf together with any Exchange Offer ---------------------------- Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of Statement, a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above"Registration Statement"). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;----------------------
(Bb) The Issuer and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). Notwithstanding ------------------------- the foregoing, if the Board of Directors of Hanover determines in good faith that is in the best interests of the Issuer and the Guarantors not to disclose the existence of facts surrounding any proposed or pending material corporate transaction or other material development involving the Issuer or the Guarantors, the Issuer and the Guarantors may allow the Shelf Registration Statement; andStatement to fail to be effective or the prospectus contained therein to be unusable as a result of such nondisclosure for up to 60 days in any year during the two-year period of effectiveness required by Section 2 hereof.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Issuer and each of the Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuer by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does -------------------- not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees.
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, if necessary, the Issuer and the Guarantors shall not be permitted to supplement or amend discharge their obligations hereunder by means of the filing of a Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECStatement.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Hanover Compressor Co /)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company Issuer is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 calendar days after following the Closing Date or (B) the Exchange Offer is not consummated within 210 calendar days after the Closing DateDate (provided that the Issuer is not then actively pursuing such effectiveness or consummation, or as the case may be), (iii) upon the written request of any the Initial Purchaser (Purchasers with respect to any Registrable Securities Notes which it acquired directly from the CompanyIssuer, (iv) following upon the consummation written request of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser any Holder that either (A) is not permitted, in the opinion of counsel to the Initial Purchasers, permitted pursuant to applicable law law, SEC rules and regulations or applicable interpretation of interpretations thereof by the Staff staff of the SEC to participate in the Exchange Offer or (ivB) if any Holder, other than an Initial Purchaser, is not eligible to participate participates in the Exchange Offer or and does not receive fully tradable Exchange Securities that are freely tradeable in the United States following the consummation of Notes pursuant to the Exchange Offer other than by reason Offer, or (v) if the Issuer so elects, then in case of such Holder being an affiliate each of clauses (i) through (v) the Company within the meaning of Rule 405 under the 1933 Act, the Company Issuer shall, at its cost:
(Aa) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC SEC, and thereafter shall use its reasonable best efforts to cause to be declared or otherwise become effective as promptly as practicable but no later than 180 calendar days after the Closing Date, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(Bb) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC Closing Date, (or one year from ii) the date on which the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser Registrable Notes become eligible for resale without volume limitations pursuant to clause Rule 144 under the Securities Act, or (iii) above) or for such shorter period which that will terminate when all of the Registrable Securities Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement or cease to be outstanding or otherwise to be Registrable Notes; and
(Cc) notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) belowhereof, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes 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 and furnishes to the Issuer in writing, within 15 calendar days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all information with respect to such Holder necessary to make the information previously furnished to the Issuer by such Holder not materially misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Pennsylvania Electric Co)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect file the Exchange Offer as contemplated Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 2(a) hereofapplicable law or SEC policy, or (ii) if the Exchange Offer is not for any other reason consummated by the Target Consummation Date, (iii) any holder of Notes notifies the Company that (a) due to a change in law or policy, in the opinion of counsel, it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy, in the opinion of counsel, it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (x) the prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date appropriate or the Exchange Offer available for such resales by such holder and (y) such prospectus is not consummated within 210 days after the Closing Date, promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders or (iiic) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it is a broker-dealer and owns Notes acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation an affiliate of the Staff Company, (iv) the holders of a majority of the SEC to participate Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (ivv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does shall not receive Exchange Securities that are freely tradeable in have been consummated within 150 days after the United States following Issue Date (the consummation date of any of (i)-(v), the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act"Shelf Registration Event Date"), then the Company shall, at its cost:
(A) , use its commercially reasonable best efforts to, as promptly as practicable, file with the SEC to cause to be filed a Shelf Registration Statement relating prior to the offer and sale later of (A) 60 days after the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, Event Date and (B) 150 days after the Issue Date and use its commercially reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the SEC by the 210th day on or prior to 90 days after the Closing Date (or promptly in filing of the event of a request by Shelf Registration Statement. Each Holder as to which any Initial Purchaser pursuant Shelf Registration is being effected agrees to clause (iii) or in the circumstances of clause (iv) above). In the event that furnish to the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) all information with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with such Holder necessary to make any information previously furnished to the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held Company by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) not materially misleading. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective under the Securities Act by the SEC (the "Shelf Effectiveness Date"), or until one year from after the date Shelf Effectiveness Date if the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon at the request of any an Initial Purchaser Purchaser, or in either case, such longer period as may be required by applicable law (subject to extension pursuant to clause the last paragraph of Section 3 hereof) (iii) above) or such shorter period which that will terminate when all of the Registrable Securities Transfer Restricted Notes covered by the such Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding) (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts Statement shall be extended to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects the extent required to permit dealers to comply with the 1933 applicable prospectus delivery requirements of Rule 174 under the Securities Act and the rules and regulations thereunder, (ii) as otherwise provided herein. The Company shall not permit any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required securities other than Transfer Restricted Notes to be stated therein or necessary to make included in 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, in light of the circumstances under which they were made, not misleadingRegistration. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement Statement, if reasonably requested required by the Majority Holders with respect to information relating rules, regulations or instructions applicable to the Holders and otherwise as required registration form used by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and the Company for such Shelf Registration to become usable as soon as thereafter practicable Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities Transfer Restricted Notes 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 (Mandalay Resort Group)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing date of original issue of the Initial Securities (the “Issue Date”), or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer exchange (other than by reason due solely to the status of such Holder being as an affiliate of the Company ours within the meaning of Rule 405 under the 1933 Securities Act), and such Holder so requests the Company in writing on or prior to 20 business days following the Registered Exchange Offer, the Company shall use commercially reasonable efforts to take the following actions:
(a) The Company shall, at its cost:
, as promptly as practicable (Abut in no event more than 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter use its commercially reasonable efforts toto cause to be declared effective (unless it becomes effective automatically upon filing) one or more registration statements (collectively, as promptly as practicablethe “Shelf Registration Statement” and, file together with the SEC Exchange Offer Registration Statement, a Shelf “Registration Statement Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to be declared effective have the Securities held by it covered by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon unless such Holder agrees in writing to be bound by all the request provisions of any Initial Purchaser pursuant this Agreement applicable to clause such Holder.
(iiib) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, subject to Sections 3(b) and 3(j) hereof, in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years from the date (or for such longer period if extended pursuant to Section 3(j) below) (or one year if the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon at the request of any Initial Purchaser pursuant to clause (iiia Holder or Holders) above) from the Issue Date or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding, (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or (iii) cease to be Transfer Restricted Securities (the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders misleading (other than with respect to information relating included therein in reliance upon or in conformity with written information furnished to the Holders and otherwise as required Company by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies or on behalf of any such supplement or amendment promptly after its being used or filed with the SECHolder specifically for use therein).
Appears in 1 contract
Samples: Registration Rights Agreement (Catalent Pharma Solutions, Inc.)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 180 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company and the Guarantors shall use its their reasonable best efforts to file as promptly as practicable (but in no event more than 20 days after so required or requested pursuant to this Section 2 and not earlier than 60 days after the Issue Date) with the Commission (the "Shelf Filing Date"), and thereafter shall use their commercially reasonable efforts toto cause to be declared effective, as promptly as practicable, file with a shelf registration statement on an appropriate form under the SEC a Shelf Registration Statement Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "Registration Statement").
(Bb) The Company and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if the Company or a Guarantor voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The .
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company further agrees, if necessary, and the Guarantors shall not be permitted to supplement or amend discharge its obligations hereunder by means of the filing of a Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECStatement.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Apogent Technologies Inc)
Shelf Registration. If (i) If, because of any change in law or the applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company Commission's staff Holdings is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Debentures validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective within exchanged for Exchange Debentures on or prior to 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any an Initial Purchaser (so requests on or prior to the 20th business day following the date on which the Registered Exchange Offer is consummated with respect to any Registrable Securities which Debentures or Private Exchange Debentures not eligible to be exchanged for Exchange Debentures in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to applicable or (iv) any law or the applicable interpretation of interpretations thereof by the Staff of the SEC Commission's staff do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder who holds at least $1 million in principal amount of Debentures that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or and does not receive freely transferable Exchange Securities that are freely tradeable Debentures in exchange for tendered Debentures on or prior to the United States 20th business day following the consummation of date on which the Registered Exchange Offer other than by reason of such Holder being an affiliate of is consummated, or (vi) Holdings so elects, then the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) Holdings shall use its commercially reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities Transfer Restricted Debentures (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts together with any Exchange Offer Registration Statement, a "Registration Statement"); provided that no Holder (other than the Initial Purchasers) shall be entitled to cause have any Debentures held by such Holder covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by the SEC by the 210th day after the Closing Date (or promptly in the event provisions of a request by any Initial Purchaser pursuant this Agreement applicable to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;Holder.
(Bb) Holdings shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Debentures for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities Transfer Restricted Debentures covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Debentures become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use Period"). Holdings shall be deemed not to have used its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend keep the Shelf Registration Statement effective during the requisite period if reasonably requested any of them voluntarily take any action that results in Holders of Transfer Restricted Debentures covered thereby not being able to offer and sell such Transfer Restricted Debentures during that period, unless (i) such action is required by law or the applicable interpretations thereof by the Majority Holders Commission's staff or (ii) such action is taken by Holdings in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that Holdings on or prior to 60 days thereafter comply with respect the requirements of Section 4(j) hereof. Any such period during which Holdings fails to information relating to keep the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become Shelf Registration Statement effective and usable for offers and sales of Debentures, Private Exchange Debentures and Exchange Debentures is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date Holdings 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 Debentures, Private Exchange Debentures and Exchange Debentures and shall end on the date when each Holder of Debentures, Private Exchange Debentures and Exchange Debentures covered by such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities Statement either receives copies of the supplemented or amended prospectus or other document contemplated by Section 4(j) hereof or is advised in writing by Holdings that use of the prospectus may be resumed. If more than one Suspension Period occurs during any such supplement or amendment promptly after its being used or filed period of 360 consecutive days, then Holdings will be obligated to pay Additional Amounts (as defined below), in accordance with the SECprovisions of Section 3, to each Holder of Transfer Restricted Securities during each such Suspension Period in an amount equal to $0.192 per week per $1,000 Accreted Value (as defined in the Indenture) of Transfer Restricted Securities held by such Holder. If one or more Suspension Periods occur, the two-year time period refer- enced above shall be extended by the number of days included in each such Suspension Period.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Peninsula Cellular Services Inc)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect file an Exchange Offer Registration Statement or to Consummate the Exchange Offer as contemplated because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 2(a7(a) hereofhereof have been complied with), (ii) for any reason, the Exchange Offer is not Consummated within 30 Business Days of the Exchange Offer Effectiveness Target Date, or (iiiii) if for any other reason Holder of Entitled Securities notifies the Company in writing that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date appropriate or the Exchange Offer is not consummated within 210 days after the Closing Dateavailable for such resales by such Holder, or (iiiC) upon the request of any such Holder is a Broker-Dealer and holds Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it Notes acquired directly from the Company and if or one of its affiliates, then, upon such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act’s written request, the Company shall, at its cost:
(Ai) use its commercially reasonable efforts tocause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, as promptly as practicablewhich may be an amendment to the Exchange Offer Registration Statement (in either event, file with the SEC a “Shelf Registration Statement”), which Shelf Registration Statement relating to the offer and sale shall provide for resales of the Registrable all Entitled Securities by the Holders from time of which shall have provided the information required pursuant to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and Section 5(b) hereof; and
(ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by Commission on or before the 210th 90th day after the Closing Date (so requested or promptly in the event of a request by any Initial Purchaser required pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file this Section 5 and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable efforts to keep the Shelf Registration Statement it continuously effective in order to permit until the Prospectus forming part thereof to be usable by Holders for a period earliest of two years from (i) the date on which all Entitled Securities entitled to the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request benefit of any Initial Purchaser pursuant to clause (iiithis Section 5(a) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
, (Cii) notwithstanding any other provisions hereofthe date on which all Entitled Securities are no longer “restricted securities” within the meaning of Rule 144 of the Securities Act and (iii) the date which is one year after the Closing Date, such shortest time period referred to as the “Effectiveness Period.” During the Effectiveness Period, the Company shall use its best commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 7(b) and (c) hereof to the extent necessary to ensure that (i) any Shelf Registration Statement it is available for resales of Initial Notes by the Holders of Entitled Securities entitled to the benefit of this Section 5(a), and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to ensure that it conforms in all material respects with the 1933 requirements of this Agreement, the Securities Act and the policies, rules and regulations thereunderof the Commission as announced from time to time. Notwithstanding the foregoing and any other provision hereof, the Company may suspend the availability of the Shelf Registration Statement, without being required to pay any Additional Interest (iias defined below), upon written notice to the Holders (which notice shall be accompanied by an instruction to suspend the use of the Prospectus), for one or more periods not to exceed 60 consecutive days in any 90-day period, and not to exceed, in the aggregate, 95 days in any 365-day period (each such period, a “Suspension Period”) any if:
(i) an event occurs and is continuing that, in the Company's good faith judgment, would require the Company to make changes in the Shelf Registration Statement and any amendment thereto or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsprospectus, in light of the circumstances under which they were made, ) not misleading. The ; and
(ii) the Company further agreesreasonably determines that the disclosure of such event at such time would have a material adverse effect on the business of the Company (and its subsidiaries, if necessaryany, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise taken as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SECa whole).
Appears in 1 contract
Samples: Registration Rights Agreement (Mercer International Inc.)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 270 days after of the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of such Holder being an affiliate of exchange, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 2 or, if later, 120 days after the Issue Date) file with the SEC Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder (or promptly in the event of a request by any Initial Purchaser pursuant including delivery to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company of such information regarding such Holder as is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause contemplated by Section 3(n) hereof).
(iiib) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto, (ii) have been distributed to the public pursuant to Rule 144 under the Securities Act or (iii) cease to be outstanding. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (PSS World Medical Inc)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company determines upon the advice of its counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof2.1, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 365 days after the Closing Settlement Date, or (iii) upon if a Holder notifies the request of any Initial Purchaser (with respect Company in writing prior to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which that it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to permitted by applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate participates in the Exchange Offer or and does not receive fully tradable Exchange Securities that are freely tradeable in the United States following the consummation of pursuant to the Exchange Offer other than by reason Offer, then in case of such Holder being an affiliate each of the Company within the meaning of Rule 405 under the 1933 Act, clauses (i) through (iii) the Company shall, at its reasonable cost:
(Aa) As promptly as practicable, but no later than 90 days after being required to do so under Section 2.2, file with the SEC, and thereafter shall use its commercially reasonable efforts to, to cause to become effective as promptly as practicablepracticable but no later than 270 days after being required to do so under Section 2.2, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by however, that nothing in this Section 2.2(a) shall require the SEC by the 210th day after the Closing Date (or promptly in the event filing of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon prior to the request filing of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect 2.1; provided, further, that no Holder shall be entitled to all Registrable Securities and be named as a selling security holder in the Shelf Registration Statement (which may be or to use the Prospectus forming a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales part thereof for resales of Registrable Securities held by unless such Holder or any Initial Purchaser after completion has signed and returned to the Company a notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Exchange Offer;Company as the Company may reasonably request.
(Bb) use Use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Settlement Date, or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; andStatement or cease to be outstanding or otherwise to be Registrable Securities.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any Prospectus as of the date thereof forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time) (each, as of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below), to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SECSEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 365 days after the Settlement Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).
Appears in 1 contract
Samples: Registration Rights Agreement (Becton Dickinson & Co)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is and the Subsidiary Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 days after the Closing Date or the Exchange Offer is not consummated Issue Date, (iii) any Initial Purchaser so requests within 210 90 days after the Closing Date, or (iii) upon consummation of the request of any Initial Purchaser (Registered Exchange Offer with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, (v) any Holder that participates in the Registered Exchange Offer or notifies the Company within 20 Business Days (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate as defined in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following Purchase Agreement) after the consummation of the Registered Exchange Offer other than by reason of such Holder being an affiliate of that it did not receive freely transferable Exchange Securities in exchange for tendered Securities or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company and the Subsidiary Guarantors shall use its commercially their reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date (or promptly in the event provisions of a request by any Initial Purchaser pursuant this Agreement applicable to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;(including certain indemnification obligations).
(Bb) The Company and the Subsidiary Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Company and the Subsidiary Guarantor shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if any of them voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company and the Subsidiary Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company and the Subsidiary Guarantors by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (River Road Realty Corp)
Shelf Registration. In the event that (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereofreasonably determines, or after conferring with counsel (ii) if for any other reason which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not declared effective within 180 days after available under applicable law and regulations and currently prevailing interpretations of the Closing Date or staff of the SEC, (ii) the Exchange Offer is not consummated within 210 245 calendar days after the Closing Date, Issue Date or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and Notes held by it, if such Initial Purchaser is not permitted, in the written opinion of counsel to the Initial PurchasersSkadden, Arps, Slate, Xxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretation interpretations of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not and thereby receive Exchange Securities 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 United States following date of occurrence thereof being the consummation "SHELF REGISTRATION EVENT DATE"), then in addition to or in lieu of conducting the Exchange Offer other than contemplated by reason of such Holder being an affiliate of Section 2(a), as the Company within the meaning of Rule 405 under the 1933 Actcase may be, the Company shall promptly notify the Holders and shall, at its cost:
(A) , use its commercially reasonable best efforts to, to cause to be filed as promptly as practicablepracticable after such Shelf Registration Event Date, file with the SEC a Shelf Registration Statement relating to providing for the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration StatementNotes, and shall use its commercially reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the 210th day provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 10 days after the Closing Date (or promptly in the event 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 Initial Purchaser pursuant 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. In the case of a Shelf Registration Event arising under clause (iii) or in of the circumstances of clause (iv) above). In prior paragraph, the event that the Company is required to file a Shelf Registration Statement Company, upon the request of any such Initial Purchaser pursuant Purchaser, and to clause (iii) or in the circumstances of clause (iv) aboveextent permitted by applicable law, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement shall, simultaneously with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion delivery of the Exchange Notes in the Exchange Offer;
, issue and deliver to the Initial Purchaser, in exchange (Bthe "PRIVATE EXCHANGE") for such Notes held by the Initial Purchaser, a like principal amount of debt securities of the Company that are identical in all material respects to the Exchange Notes other than transfer restrictions (the "PRIVATE EXCHANGE NOTES") and which are issued pursuant to the same indenture as the Exchange Notes. The term Exchange Notes shall include the Private Exchange Notes unless the context otherwise requires and the Private Exchange Notes shall have such rights in addition to the rights granted under this Section 2(b). To the extent permitted the Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit and the Prospectus forming part thereof to be usable by Holders for a period resales until the earlier of: (a) the end of two years from the date the Shelf Registration Statement is declared effective by the SEC Rule 144(k) Period or (or one year from the date the Shelf Registration Statement is declared effective if b) such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when time as all of the Registrable Securities Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement or cease to be Registrable Notes (C) notwithstanding the "EFFECTIVENESS PERIOD"). The Company shall not permit any securities other provisions hereof, use its best efforts to ensure that than (i) any the Company's issued and outstanding securities currently possessing incidental registration rights and (ii) Registrable Notes to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes is declared effective, contain an untrue statement provide to each Holder a reasonable number of copies of the Prospectus which is 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 the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any supplement other action required 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 permit unrestricted resales of the circumstances under which they were made, not misleadingRegistrable Notes. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement Statement, if reasonably requested required by the Majority Holders with respect to information relating rules, regulations or instructions applicable to the Holders and otherwise as required registration form used by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and the Company for such Shelf Registration to become usable as soon as thereafter practicable Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities Notes copies of any such supplement or amendment promptly after its being used or it has been filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after of the Closing Date or the Registered Exchange Offer is not consummated within 210 45 days after the Closing Date, or Exchange Offer Registration Statement is declared effective; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer Offer; or (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer or does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) The Company and the Guarantors shall as promptly as practicable file with the Commission and shall use its their respective commercially reasonable efforts toto cause to be declared effective under the Act within 90 days after being required or requested, as promptly as practicablepursuant to subsection (a) of this Section 3, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the 210th day after the Closing Date (or promptly in the event of a request by any an Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective the Guarantors may, if permitted by current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Company and the Guarantors shall use its their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the SEC Commission until the first to occur of (A) the second anniversary thereof or one year from (B) the date upon which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Securities or such shorter period which will terminate when all of the Registrable Securities New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and. The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if any of them voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(Ciii) notwithstanding any other Subject to the provisions of Section 4 hereof, use its best efforts to ensure that (i) any the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the 1933 Act applicable requirements of the Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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
Shelf Registration. In the event that (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereofreasonably determines, or after conferring with counsel (ii) if for any other reason which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not declared effective within 180 days after available under applicable law and regulations and currently prevailing interpretations of the Closing Date or staff of the SEC, (ii) the Exchange Offer is not consummated within 210 180 days after the Closing Date, Issue Date or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and Notes held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial PurchasersBrowx & Xood XXX, pursuant to applicable law or applicable interpretation interpretations of the Staff staff of the SEC SEC, to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not and thereby receive Exchange Securities 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 United States following date of occurrence thereof, the consummation "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer other than contemplated by reason of such Holder being an affiliate of Section 2(a), as the Company within the meaning of Rule 405 under the 1933 Actcase may be, the Company shall promptly notify the Holders thereof and shall, at its cost:
(A) , use its commercially reasonable best efforts to, to cause to be filed as promptly as practicablepracticable after such Shelf Registration Event Date, file with as the SEC 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 relating to providing for the offer and sale by the Holders of all of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration StatementNotes, and shall use its commercially reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the 210th day provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after the Closing Date (or promptly in the event receipt of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that therefor, such information as the Company is may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to file a be included in such Shelf Registration Statement upon the or Prospectus included therein, reasonably request of for inclusion in any Initial Purchaser pursuant Shelf Registration Statement or Prospectus included therein. Each Holder as to clause (iii) or in the circumstances of clause (iv) above, which any Shelf Registration is being effected agrees to furnish to the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) all information with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with such Holder necessary to make the Exchange Offer Registration Statement) with respect information previously furnished to offers and sales of Registrable Securities held the Company by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) not materially misleading. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit and the Prospectus forming part thereof to be usable by Holders for a period of two years from resales for the date earlier of: (a) the Shelf Registration Statement is declared effective by the SEC Rule 144(k) Period or (or one year from the date the Shelf Registration Statement is declared effective if b) such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when time as all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement or cease to be Registrable Notes (C) notwithstanding the "Effectiveness Period"). The Company shall not permit any securities other provisions hereof, use its best efforts to ensure that than (i) any the Company's issued and outstanding securities currently possessing incidental registration rights and (ii) Registrable Notes, to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes is declared effective, contain an untrue statement provide to each Holder a reasonable number of copies of the Prospectus which is 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 the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any supplement other action required 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 permit unrestricted resales of the circumstances under which they were made, not misleadingRegistrable Notes. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement Statement, if reasonably requested required by the Majority Holders with respect to information relating rules, regulations or instructions applicable to the Holders and otherwise as required registration form used by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and the Company for such Shelf Registration to become usable as soon as thereafter practicable Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities Notes 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 (Eop Operating LTD Partnership)
Shelf Registration. (ia) IfSubject to Section 2.3(d), because and further subject to the availability of a Registration Statement on Form S-3 ("Form S-3") to the Company, at any change in law time after the Effective Date each of Fortress and Xxxxxxxxx or applicable interpretations thereof any of their respective Permitted Transferees may by the Staff of the SEC or the Canadian securities regulatory authorities, written notice delivered to the Company is not permitted (the "Shelf Notice") require the Company to effect the Exchange Offer file as contemplated by Section 2(a) hereof, or soon as practicable (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 but no later than 60 days after the Closing Date or date the Exchange Offer Shelf Notice is not consummated within 210 days after the Closing Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statementdelivered), and to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC (within 90 days after such filing date), a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities beneficially owned by such Investor and the 210th day after other Stockholders holding a Registrable Amount who elect to participate therein as provided in Section 2.3(b) in accordance with the Closing Date (or promptly plan and method of distribution set forth in the event prospectus included in such Form S-3 (the "Shelf Registration Statement").
(b) Within five Business Days after receipt of a request by any Initial Purchaser Shelf Notice pursuant to clause (iii) or Section 2.3(a), the Company will deliver written notice thereof to each Stockholder. Each Stockholder may elect to participate in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon by delivering to the Company a written request of to so participate within ten days after the Shelf Notice is given to any Initial Purchaser pursuant such Stockholders.
(c) Subject to clause (iii) or in the circumstances of clause (iv) aboveSection 2.3(d), the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit until the Prospectus forming part thereof to be usable by Holders for a period earlier of two years from the date (i) one year after the Shelf Registration Statement is has been declared effective by the SEC effective; and (or one year from ii) the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period on which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise.
(d) Notwithstanding anything to the contrary contained in this Agreement, 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 a reasonable period of time not to exceed 60 days in succession or 90 days in the aggregate in any 12 month period (a "Suspension Period") if the Company shall determine that it is required to disclose in the Shelf Registration Statement a financing, acquisition, corporate reorganization or other similar corporate transaction or other material event or circumstance affecting the Company or its securities, and that the disclosure of such information at such time would be detrimental to the Company or its stockholders. 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. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement; and
(C) notwithstanding Statement or the prospectus, or any document incorporated therein by reference, or file any other provisions hereofrequired document so that, use its best efforts as thereafter delivered to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with purchasers of the 1933 Act and Registrable Securities included therein, the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Securities Purchase Agreement (Pinnacle Holdings Inc)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission’s staff the SEC or Issuer and the Canadian securities regulatory authorities, the Company Guarantor is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 420 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests within 90 days after consummation of the Registered Exchange Offer with respect to any Registrable Transfer-Restricted Securities which or Private Exchange Securities not eligible to be exchanged for the applicable Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation interpretations do not permit any Holder of the Staff of the SEC Transfer-Restricted Securities to participate in the Registered Exchange Offer, or (v) any Holder of Transfer-Restricted Securities that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Transfer-Restricted Securities, or (vi) any Transfer-Restricted Securities validly tendered pursuant to the United States following the consummation of the Registered Exchange Offer other than by reason of such Holder are not exchanged for the applicable Exchange Securities promptly after being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costaccepted for exchange:
(Aa) The Issuer and the Guarantor shall use its commercially their reasonable best efforts toto prepare and file, if as promptly as practicablerequired or requested pursuant to this Section 2, file with the SEC Commission and shall use their reasonable best efforts to cause to be declared effective no later than the later of (x) 420 days after the Issue Date and (y) 90 days after so required or requested pursuant to this Section 2, a Shelf Registration Statement shelf registration statement on an appropriate form under the Act relating to the offer and sale of the Registrable Transfer-Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a “Shelf Registration Statement” and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a “Registration Statement”).
(Bb) The Issuer and the Guarantor shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders of Transfer-Restricted Securities for a period of two years (i) six months from the first day that the Shelf Registration Statement becomes effective or (ii) such shorter period that will terminate upon the earlier to occur of (x) all of the Transfer-Restricted Securities covered by such Shelf Registration Statement having been sold pursuant thereto or (y) all of such Securities ceasing to be Transfer-Restricted Securities (the period from the effective date of such Shelf Registration Statement until the earlier of the events described in clauses (i) and (ii) above, the “Shelf Registration Period”).
(c) In the absence of events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Issuer and the Guarantor shall not be permitted to discharge their obligations under Section 1 hereof by means of the filing of a Shelf Registration Statement.
(d) The Issuer will have the ability to suspend the Shelf Registration Statement, as limited below (a “Suspension Period”), if the Issuer determines, in its reasonable judgment, that the continued effectiveness and/or use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Issuer. A Suspension Period shall commence on and include the date that the Issuer gives written notice to all Holders of Transfer-Restricted Securities that the Shelf Registration Statement is declared no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer-Restricted Securities covered by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon and continue until holders of such Transfer-Restricted Securities (as defined below) either receive the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all copies of the Registrable Securities covered supplemented or amended prospectus contemplated by Section 4(j) hereof or receive an Advice (as defined below) that use of the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement prospectus may be resumed. No Suspension Period shall be for more than 30 consecutive days and any amendment thereto and such Suspension Periods may not exceed 60 days in the aggregate during any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECtwelve month period.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Leidos Holdings, Inc.)
Shelf Registration. If (i) If, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereofCommission's staff, or (ii) if for any other reason Certificates validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Certificates within 180 270 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which Certificates or Private Exchange Certificates not eligible to be exchanged for Exchange Certificates in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations thereof do not permit any Holder (including any Initial Purchaser) to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable Certificates in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Certificates, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company shall use its commercially reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities Transfer Restricted Certificates (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "Registration Statement").
(Bb) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Certificates for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities Transfer Restricted Certificates covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; andRegistration
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that that:
(i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, ;
(ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; and
(iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (PPL Montana LLC)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Issuers shall as promptly as practicablepracticable (but in no event more than 210 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter shall use their best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission’s staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Issuers shall use its commercially reasonable their 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 forming a part thereof to be usable by Holders for a period of two years from the date of issuance of the Shelf Registration Statement is declared effective by Securities or the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) New Securities, covered thereby, as applicable, or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use its such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their best efforts to ensure keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (iA) any such action is required by applicable law; or (B) such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly thereafter comply with the requirements of Section 4(k) hereof, if applicable.
(iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and Free Writing Prospectuses, if any, and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Act and the rules and regulations thereunder, of the Commission; (iiB) any in the case of the Shelf Registration Statement and any amendment thereto does notStatement, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iiiC) any in the case of the Prospectus forming part of any Shelf Registration Statementand Free Writing Prospectuses, and any supplement not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Mediacom Capital Corp)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuer and the Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 365 days after the Closing Settlement Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation interpretations do not permit any Holder of the Staff of the SEC Transfer-Restricted Securities to participate in the Registered Exchange Offer Offer, or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate Holder of Transfer-Restricted Securities that participates in the Registered Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Transfer-Restricted Securities, or (v) any Transfer-Restricted Securities validly tendered pursuant to the United States following the consummation of the Registered Exchange Offer other than by reason of such Holder are not exchanged for the applicable Exchange Securities promptly after being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costaccepted for exchange:
(Aa) The Issuer and the Guarantors shall use its commercially their reasonable best efforts toto prepare and file, if as promptly as practicablerequired or requested pursuant to this Section 2, file with the SEC Commission and shall use their reasonable best efforts to cause to be declared effective no later than the later of (x) 365 days after the Settlement Date and (y) 90 days after so required or requested pursuant to this Section 2, a Shelf Registration Statement shelf registration statement on an appropriate form under the Act relating to the offer and sale of the Registrable Transfer-Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a “Shelf Registration Statement” and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a “Registration Statement”).
(Bb) The Issuer and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders of Transfer-Restricted Securities for a period of two years (i) six months from the first day that the Shelf Registration Statement becomes effective or (ii) such shorter period that will terminate upon the earlier to occur of (x) all of the Transfer-Restricted Securities covered by such Shelf Registration Statement having been sold pursuant thereto or (y) all of such Securities ceasing to be Transfer-Restricted Securities (the period from the effective date of such Shelf Registration Statement until the earlier of the events described in clauses (i) and (ii) above, the “Shelf Registration Period”).
(c) In the absence of events described in clauses (i) through (v) of the first paragraph of this Section 2, the Issuer and the Guarantors shall not be permitted to discharge their obligations under Section 1 hereof by means of the filing of a Shelf Registration Statement.
(d) The Issuer will have the ability to suspend the Shelf Registration Statement, as limited below (a “Suspension Period”), if the Issuer determines, in its reasonable judgment, that the continued effectiveness and/or use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Issuer. A Suspension Period shall commence on and include the date that the Issuer gives written notice to all Holders of Transfer-Restricted Securities that the Shelf Registration Statement is declared no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer-Restricted Securities covered by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon and continue until holders of such Transfer-Restricted Securities (as defined below) either receive the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all copies of the Registrable Securities covered supplemented or amended prospectus contemplated by Section 4(j) hereof or receive an Advice (as defined below) that use of the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement prospectus may be resumed. No Suspension Period shall be for more than 30 consecutive days and any amendment thereto and such Suspension Periods may not exceed 60 days in the aggregate during any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECtwelve month period.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Southwestern Energy Co)
Shelf Registration. In the event that (i) If, the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or the Exchange Offer may not be consummated because of any change in it would violate applicable law or applicable interpretations thereof by of the Staff staff of the SEC or the Canadian securities regulatory authorities, any order of any court of competent jurisdiction or because all approvals of any governmental authorities that the Company is not permitted reasonably determines are necessary in order to effect make or consummate the Exchange Offer as contemplated by Section 2(a) hereofhave not been obtained, or (ii) if the Exchange Offer is for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after 30 Business Days following the Closing DateEffectiveness Deadline, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from has been completed and the Company and if such Initial Purchaser is not permittedRepresentatives have determined, in based upon the opinion of counsel to legal counsel, that a Registration Statement must be filed or a Prospectus must be delivered by any of the Initial Purchasers, pursuant to applicable law Purchasers in connection with any offering or applicable interpretation sale of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActRegistrable Notes, the Company shall, at its cost:
(A) shall use its commercially reasonable best efforts toto cause to be filed as soon as practicable after such determination date (in the case of clause (i) above), the 30th Business Day following the Effectiveness Deadline (in the case of clause (ii) above) or date that notice of such determination by the Representatives is given to the Company (in the case of clause (iii) above), as promptly as practicablethe case may be, file with the SEC a Shelf Registration Statement relating to providing for the offer and sale by the Holders of all of the Registrable Securities by the Holders from time Notes and to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, and use its commercially reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above)as soon as practicable. In the event that the Company is required to file a Shelf Registration Statement upon solely as a result of the request of any Initial Purchaser pursuant matters referred to in clause (iii) or in of the circumstances of clause (iv) abovepreceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities Notes held by such Holder or any the Initial Purchaser after completion of the Exchange Offer;
(B) Purchasers. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective and to keep the related Prospectus current until the expiration of the period referred to in order Rule 144(k) with respect to permit the Prospectus forming part thereof to be usable Registrable Notes covered by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which that will terminate when all of the Registrable Securities Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or shall have been sold to the public pursuant to Rule 144(k) (or similar provision then in force, but not Rule 144A) under the Securities Act or shall have ceased to be outstanding; PROVIDED, HOWEVER, that if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that would require disclosure in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus and either (x) the Company determines, in the exercise of its reasonable judgment, that premature disclosure thereof is not in the best interests of the Company and its stockholders or (y) despite the exercise of reasonable diligence the Company cannot obtain any financial statements relating to an acquisition or business combination required to be included in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus, the Company shall give the Holders of the Registrable Notes covered by such Shelf Registration Statement notice (a "VOLUNTARY SUSPENSION NOTICE") to suspend use of the Prospectus relating to such Shelf Registration Statement; , and such Holders hereby agree to suspend use of such Prospectus until the Company has amended or supplemented such Prospectus or has notified such Holders that use of the then current Prospectus may be resumed as provided in the penultimate paragraph of Section 3. In the case of any Voluntary Suspension Notice, the Company shall not be required to disclose in such notice the possible acquisition or business combination or other transaction, business development or event as a result of which such notice shall have been given if the Company reasonably determines that such acquisition or business combination or other transaction, business development or event should remain confidential and
(C) notwithstanding any , while such Voluntary Suspension Notice is in effect, the Company shall not be required to amend or supplement such Shelf Registration Statement, the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus to reflect such possible acquisition or business combination or other provisions hereoftransaction, business development or event, but shall continue to use its best efforts to ensure that maintain the effectiveness of such Shelf Registration Statement. Upon the abandonment, consummation, termination or public announcement or other public disclosure of the possible acquisition or business combination or other transaction, or if the applicable business development or event shall cease to exist or shall be publicly disclosed, then the Company shall promptly comply with this Section 2(b) and Sections 3(b), 3(e)(v) (iif applicable), 3(i) any (if applicable) and the penultimate paragraph in Section 3 hereof and notify the Holders of the Registrable Notes covered by such Shelf Registration Statement and any that disposition of such Registrable Notes may resume; provided that, if Section 3(i) shall require an amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any to such Shelf Registration Statement and any amendment thereto does notor the related Prospectus, when it becomes effectivethen such resumption shall not occur until the Company shall have delivered copies of the supplemented or amended Prospectus contemplated by Section 3(i) to the applicable Holders. Anything herein to the contrary notwithstanding, contain an untrue statement the right of the Company to suspend use of a material fact or omit Prospectus pursuant to state a material fact required this paragraph shall be subject 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 limitation set forth in order to make the statements, in light last sentence of the circumstances under which they were made, not misleadingpenultimate paragraph of Section 3. The Company further agrees, if necessary, agrees to supplement or amend the Shelf Registration Statement and/or the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by the Majority Holders a Holder whose Registrable Notes are registered pursuant to such Shelf Registration Statement with respect to information relating to the Holders such Holder, and otherwise as required by Section 3(b) below, to use all reasonable its best efforts to cause any such amendment to become effective and such Shelf Registration Statement and/or the related Prospectus to become usable as soon as thereafter practicable practicable, subject to the right of the Company, on the terms and subject to the conditions described elsewhere in this Section 2(b), to suspend its obligation to amend or supplement such Shelf Registration Statement and/or the related Prospectus by giving a Voluntary Suspension Notice. The Company agrees to furnish to the Holders of Registrable Securities Notes covered by any 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 (Packaging Corp of America)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company determines upon the advice of its counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2(a2.1, (ii) hereofif a Holder notifies the Company in writing prior to the 20th day following the consummation of the Exchange Offer that it is not permitted by applicable law to participate in the Exchange Offer or participates in the Exchange Offer and does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, or (iiiii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 365 days after the Closing original Exchange Date, or then in case of each of clauses (i) through (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its reasonable cost:
(Aa) As promptly as practicable, but no later than 90 days after being required to do so under Section 2.2, file with the SEC, and thereafter shall use its commercially reasonable efforts to, to cause to become effective as promptly as practicablepracticable but no later than 270 days after being required to do so under Section 2.2, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by however, that nothing in this Section 2.2(a) shall require the SEC by the 210th day after the Closing Date (or promptly in the event filing of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon prior to the request of any Initial Purchaser pursuant to clause (iii) or in deadline for filing the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant set forth in Section 2.1; provided, further, that no Holder shall be entitled to Section 2(a) with respect to all Registrable Securities and be named as a selling security holder in the Shelf Registration Statement (which may be or to use the Prospectus forming a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales part thereof for resales of Registrable Securities held by unless such Holder or any Initial Purchaser after completion has signed and returned to the Company a notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Exchange Offer;Company as the Company may reasonably request.
(Bb) use Use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Exchange Date, or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and, are freely tradeable pursuant to Rule 144 of the Securities Act and the applicable interpretations of the SEC or cease to be outstanding or otherwise to be Registrable Securities.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any Prospectus as of the date thereof forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time) (each, as of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below), to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SECSEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 365 days after the Exchange Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).
Appears in 1 contract
Samples: Registration Rights Agreement (Newmont Goldcorp Corp /De/)
Shelf Registration. a. If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuers determine that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 355 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an the Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:
(A) Issuers shall use its their commercially reasonable efforts to, to effect a Shelf Registration Statement in accordance with subsection (b) below.
(i) The Issuers shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the SEC Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Securities Act within 120 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than the Initial Purchaser) shall be entitled to cause have the Securities or New Securities, as applicable, held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the SEC Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission’s staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Issuers shall use its their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the SEC Commission until the earlier of (A) the second anniversary of the original issuance; or one year from (B) the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and. The Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Securities Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Forida East Coast Railway L.L.C.)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission's staff the SEC or the Canadian securities regulatory authorities, the Company is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Securities within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Securities, or (vi) the United States Issuers so elect, then the following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costprovisions shall apply:
(Aa) The Issuers and the Guarantor shall use its commercially their reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "Registration Statement").
(Bb) The Issuers and the Guarantor shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Issuers and the Guarantor shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Issuers within 120 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Issuers fail to keep the registration statement effective and usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date the Issuers give 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, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, the Issuer and the Guarantor will use its their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Lpa Services Inc)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 150 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company and the Guarantors shall use its their reasonable best efforts to file as promptly as practicable (but in no event more than 20 business days after so required or requested pursuant to this Section 2) with the Commission (the "Shelf Filing Date"), and thereafter shall use their commercially reasonable efforts toto cause to be declared effective, as promptly as practicable, file with a shelf registration statement on an appropriate form under the SEC a Shelf Registration Statement Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "Registration Statement").
(Bb) The Company and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The .
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company further agrees, if necessary, and the Guarantors shall not be permitted to supplement or amend discharge its obligations hereunder by means of the filing of a Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECStatement.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Rehabilitation Associates of Lafayette Inc)
Shelf Registration. (ia) If, because of any change in law or applicable interpretations thereof by Within 45 days after the Staff of the SEC or the Canadian securities regulatory authoritiesEffective Date, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request of any Initial Purchaser (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC Commission a registration statement (the "Shelf Registration Statement Statement") relating to the offer and sale of the Registrable Securities by the Holders to the public, from time to time in accordance with time, on a delayed or continuous basis (but not involving any underwriting); provided, however, that the methods of distribution elected by the Majority Holders of such Shelf Registration Statement shall only cover Registrable Securities and set forth in (1) of Holders who beneficially (within the meaning of Rule 13d-3 under the Exchange Act) own 10% or more of the Common Stock of the Company, (2) of Holders who provide to the Company a written statement indicating that such Shelf Registration StatementHolder is deemed, and or might reasonably be considered to be, an "underwriter" under Section 1145(b)(1) of the Bankruptcy Code, or (3) issued pursuant to the Note Purchase Agreement. The Company shall use its commercially reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;Commission as soon as practicable thereafter.
(Bb) The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective and not to suspend use of the prospectus included therein in order to permit the Prospectus forming part thereof prospectus included therein to be usable by the Holders for a period until the earlier of: (1) the date all Holders could sell shares free of two any volume limitations imposed by Rule 144 of the Securities Act; (2) the date all Holders have disposed of all Registrable Securities; or (3) three years from the date on which such Shelf Registration Statement was declared effective; provided, that the Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement is declared effective by during the SEC (or one year from the date the Shelf Registration Statement is declared effective requisite period if such Shelf Registration Statement is filed upon the request of it voluntarily takes any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law, and provided, further, that the foregoing shall not apply to actions if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that the filing of such Shelf Registration Statement or the maintenance of effectiveness of such Shelf Registration Statement or prospectus included therein would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and the Company promptly gives the Participating Holders written notice of such determination, containing a general statement of the reasons for such postponement or suspension and an approximation of the anticipated delay; provided, however, that the failure to keep the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable for offers and to furnish to the Holders sales of Registrable Securities copies of for such reasons shall last no longer than 120 days in the aggregate in any such supplement or amendment promptly after its being used or filed with the SEC12-month period.
Appears in 1 contract
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 360 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) use its commercially reasonable efforts to, The Issuers shall as promptly as practicablepracticable (but in no event more than 210 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter shall use their best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission’s staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S- K, as applicable, in satisfaction of its obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Issuers shall use its commercially reasonable their 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 forming a part thereof to be usable by Holders for a period of two years from the date of issuance of the Shelf Registration Statement is declared effective by Securities or the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) New Securities, covered thereby, as applicable, or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use its such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their best efforts to ensure keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (iA) any such action is required by applicable law; or (B) such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly thereafter comply with the requirements of Section 4(k) hereof, if applicable.
(iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and Free Writing Prospectuses, if any, and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 applicable requirements of the Act and the rules and regulations thereunder, of the Commission; (iiB) any in the case of the Shelf Registration Statement and any amendment thereto does notStatement, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iiiC) any in the case of the Prospectus forming part of any Shelf Registration Statementand Free Writing Prospectuses, and any supplement not 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 statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECmisleading .
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Mediacom Broadband Corp)
Shelf Registration. If (i) If, because of any change in law or the applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Securities validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective within exchanged for Exchange Securities on or prior to 180 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests on or prior to the 20th business day following the date on which the Registered Exchange Offer is consummated with respect to any Registrable Securities which not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to applicable or (iv) any law or the applicable interpretation of interpretations thereof by the Staff of the SEC Commission's staff do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or and does not receive freely transferable Exchange Securities that are freely tradeable in exchange for tendered Securities so requests with respect to such Securities on or prior to the United States 20th business day following the consummation of date on which the Registered Exchange Offer other than by reason of such Holder being an affiliate of is consummated, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company and the Guarantors shall use its commercially their reasonable best efforts to, to file as promptly as practicable, file practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the SEC Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 3(a)) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, a "Registration Statement"); PROVIDED that no Holder (other than each Initial Purchaser) with respect shall be entitled to offers and sales of Registrable have any Securities held by such Holder or any Initial Purchaser after completion covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by the provisions of the Exchange Offer;this Agreement applicable to such Holder.
(Bb) The Company and the Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement; andStatement effective during the requisite period if any of them voluntarily take any action that results in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by law or the applicable interpretations thereof by the Commission's staff or (ii) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Company and the Guarantors on or prior to 60 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Company and Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date the Company and the Guarantors give 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 Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such Shelf Registration Statement either receives copies of the supplemented or amended prospectus or other document contemplated by Section 4(j) hereof or is advised in writing by the Company and the Guarantors that use of the prospectus may be resumed. If more than one Suspension Period occurs during any period of 360 consecutive days, then the Company and the Guarantors will be jointly and severally obligated to pay Additional Interest (as defined in Section 3(a)), in accordance with the provisions of Section 3, to each Holder of Transfer Restricted Securities during each such Suspension Period in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. If one or more Suspension Periods occur, the two-year time period referenced in the first sentence of this Section 2(b) shall be extended by the number of days included in each such Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company and the Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Acs Infosource Inc)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company Issuer is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 calendar days after following the Closing Date or (B) the Exchange Offer is not consummated within 210 calendar days after the Closing DateDate (provided that the Issuer is not then actively pursuing such effectiveness or consummation, or as the case may be), (iii) upon the written request of any the Initial Purchaser (Purchasers with respect to any Registrable Securities Notes which it acquired directly from the CompanyIssuer (iv) following upon the consummation written request of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser any Holder that either (A) is not permitted, in the opinion of counsel to the Initial Purchasers, permitted pursuant to applicable law law, SEC rules and regulations or applicable interpretation of interpretations thereof by the Staff staff of the SEC to participate in the Exchange Offer or (ivB) if any Holder, other than an Initial Purchaser, is not eligible to participate participates in the Exchange Offer or and does not receive fully tradable Exchange Securities that are freely tradeable in the United States following the consummation of Notes pursuant to the Exchange Offer other than by reason or (v) if the Issuer so elects, then in case of such Holder being an affiliate each of clauses (i) through (v) the Company within the meaning of Rule 405 under the 1933 Act, the Company Issuer shall, at its cost:
(Aa) use its commercially reasonable efforts to, as As promptly as practicable, file with the SEC SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 180 calendar days after the Closing Date, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;.
(Bb) use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC Closing Date, (or one year from ii) the date on which the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser Registrable Notes become eligible for resale without volume limitations pursuant to clause Rule 144 under the 1933 Act, or (iii) above) or for such shorter period which that will terminate when all Registrable Notes of the Registrable Securities each series covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; andStatement or cease to be outstanding or otherwise to be Registrable Notes.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities Notes copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 and furnishes to the Issuer in writing, within 15 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all information with respect to such Holder necessary to make the information previously furnished to the Issuer by such Holder not materially misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Metropolitan Edison Co)
Shelf Registration. (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, the Company Issuer is not permitted to effect the Exchange Offer as contemplated by Section 2(a) 2.1 hereof, or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 calendar days after following the Closing Date or (B) the Exchange Offer is not consummated within 210 calendar days after the Closing DateDate (provided that the Issuer is not then actively pursuing such effectiveness or consummation, or as the case may be), (iii) upon the written request of any the Initial Purchaser (Purchasers with respect to any Registrable Securities Notes which it acquired directly from the CompanyIssuer (iv) following upon the consummation written request of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser any Holder that either (A) is not permitted, in the opinion of counsel to the Initial Purchasers, permitted pursuant to applicable law law, SEC rules and regulations or applicable interpretation of interpretations thereof by the Staff staff of the SEC to participate in the Exchange Offer or (ivB) if any Holder, other than an Initial Purchaser, is not eligible to participate participates in the Exchange Offer or and does not receive fully tradable Exchange Securities that are freely tradeable in the United States following the consummation of Notes pursuant to the Exchange Offer other than by reason or (v) if the Issuer so elects, then in case of such Holder being an affiliate each of clauses (i) through (v) the Company within the meaning of Rule 405 under the 1933 Act, the Company Issuer shall, at its cost:
(Aa) use its commercially reasonable efforts to, as As promptly as practicable, file with the SEC SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 180 calendar days after the Closing Date, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;.
(Bb) use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the date the Shelf Registration Statement is declared effective by the SEC Closing Date, (or one year from ii) the date on which the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser Registrable Notes become eligible for resale without volume limitations pursuant to clause Rule 144 under the 1933 Act, or (iii) above) or for such shorter period which that will terminate when all Registrable Notes of the Registrable Securities each series covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; andStatement or cease to be outstanding or otherwise to be Registrable Notes.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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. The Company Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise Statement, as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes 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 and furnishes to the Issuer in writing, within 15 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all information with respect to such Holder necessary to make the information previously furnished to the Issuer by such Holder not materially misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Cleveland Electric Illuminating Co)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 135 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to or (iv) any applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of exchange for tendered Securities, or (vi) the Company within so elects, then the meaning of Rule 405 under the 1933 Act, the Company shall, at its costfollowing provisions shall apply:
(Aa) The Company shall use its commercially reasonable best efforts to, to file as promptly as practicable, file practicable with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined below) by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statementregistration statement (hereafter, and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by "SHELF REGISTRATION STATEMENT" and, together with any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;, a "REGISTRATION STATEMENT").
(Bb) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Issue Date or such shorter period which that will terminate when all of the Registrable Securities and Exchange Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; andStatement or pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities or Exchange Securities covered thereby not being able to offer and sell such Securities or Exchange Securities during that period, unless such action is required by applicable law.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Argo Tech Corp)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of Commission’s staff the SEC or the Canadian securities regulatory authorities, the Company Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason Notes validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective exchanged for Exchange Notes within 180 300 days after the Closing Date or the Exchange Offer is not consummated within 210 days after the Closing Issue Date, or (iii) upon the request of any Initial Purchaser (so requests in writing within 180 days after the Registered Exchange Offer with respect to Private Exchange Notes, or (iv) any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive freely transferable Exchange Securities that are freely tradeable Notes in exchange for tendered Notes, or (vi) the United States Issuer so elects, then the following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at its costprovisions shall apply:
(Aa) The Issuer shall use its commercially reasonable best efforts to, to file as promptly as practicablepracticable (but in no event more than 180 days after so required or requested, file in each case pursuant to this Section 2) with the SEC Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Shelf Registration Statement shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such registration statement (hereafter, a “Shelf Registration Statement” and, together with any Exchange Offer Registration Statement, a “Registration Statement”); provided, however, that no Holder of Notes or Exchange Notes (other than the Initial Purchasers) shall be entitled to have Notes or Exchange Notes held by it covered by such Shelf Registration Statement, and unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) The Issuer shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Notes for a period ending on the earlier of two years from the date the Shelf Registration Statement is declared effective by the SEC (Issue Date or one year from the date on which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the “Shelf Registration Period”). The Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration StatementStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless such action is required by applicable law; andprovided, however, that the foregoing shall not apply to actions taken by the Issuer in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Issuer within 120 days thereafter complies with the requirements of Section 4(j) hereof. Any such period during which the Issuer fails to keep the Shelf Registration Statement effective and usable for offers and sales of Notes and Exchange Notes is referred to as a “Suspension Period.” A Suspension Period shall commence on and include the date that the Issuer 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 Notes and Exchange Notes and shall end on the date when each Holder of Notes and Exchange Notes covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuer that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.
(Cc) notwithstanding Notwithstanding any other provisions hereof, use its best efforts to the Issuer will ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuer by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus prospectus (as amended or supplemented from time in either case, other than with respect to timeHolders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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: Exchange and Registration Rights Agreement (Activant Solutions Holdings Inc.)
Shelf Registration. (a) If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 270 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser Holder (with respect to any Registrable Securities which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, the Dealer Managers) is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Registered Exchange Offer other than by reason of such Holder being an affiliate Affiliate of the Company within Company; (iv) based on their reasonable opinion, the meaning Dealer Managers so request with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer that are held by them following consummation of Rule 405 the Registered Exchange Offer, such request being in writing and delivered to the Company; or (v) in the case that the Dealer Managers participate in the Registered Exchange Offer, in their reasonable opinion the Dealer Managers do not receive freely tradeable New Securities in exchange for Securities (it being understood that (A) the requirement that the Dealer Managers deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 1933 ActAct in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable” and (B) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall, at its cost:shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(Ai) The Company shall as promptly as practicable file with the Commission and shall use its commercially reasonable efforts toto cause to be declared effective under the Act within 270 days after the Closing Date, as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than the Dealer Managers) shall be entitled to cause have the Securities or the New Securities, as applicable, held by it covered by such Shelf Registration Statement unless such Xxxxxx agrees in writing to be declared effective bound by all of the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder (or promptly in the event of a request by any Initial Purchaser it being understood that Holders who would have received freely transferable New Securities pursuant to clause the Registered Exchange Offer had they not (iiiA) failed to duly tender their Securities for exchange pursuant to the Registered Exchange Offer, or otherwise failed to comply with the requirements of the Registered Exchange Offer as provided in the circumstances of clause Section 2 hereof or (ivB) above). In the event that failed to furnish to the Company is required to file such information as the Company may request in accordance with Section 4(o) hereof in connection with a Shelf Registration Statement upon Statement, shall not retain any rights under this Agreement, including any right to have the request of Securities or the New Securities, as applicable, owned by them included in any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;).
(Bii) use its commercially reasonable efforts to The Company shall, except as permitted under Section 4(k)(ii) hereof, keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the SEC Commission until (A) the first anniversary thereof or one year from (B) the earlier date upon which all the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon Securities or the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 (Kansas City Southern)
Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authorities, the Company is not permitted to effect file the Exchange Offer as contemplated Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 2(a) hereofapplicable law or SEC policy, or (ii) if the Exchange Offer is not for any other reason consummated by the Target Consummation Date, (iii) any holder of Notes notifies the Company that (a) due to a change in law or policy, in the opinion of counsel, it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy, in the opinion of counsel, it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (x) the prospectus contained in the Exchange Offer Registration Statement is not declared effective appropriate or available for such resales by such holder and (y) such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company, (iv) the holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (v) the Exchange Offer shall not have been consummated within 180 days after the Closing Issue Date or (the Exchange Offer is not consummated within 210 days after the Closing Date, or (iii) upon the request date of any Initial Purchaser of (with respect to any Registrable Securities which it acquired directly from i)-(v), the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted“Shelf Registration Event Date”), in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, then the Company shall, at its cost:
(A) , use its commercially reasonable best efforts to, as promptly as practicable, file with the SEC to cause to be filed a Shelf Registration Statement relating prior to the offer and sale later of (A) 60 days after the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement, Event Date and (B) 180 days after the Issue Date and use its commercially reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the SEC by the 210th day on or prior to 90 days after the Closing Date (or promptly in filing of the event of a request by Shelf Registration Statement. Each Holder as to which any Initial Purchaser pursuant Shelf Registration is being effected agrees to clause (iii) or in the circumstances of clause (iv) above). In the event that furnish to the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) all informa- tion with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with such Holder necessary to make any information previously furnished to the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held Company by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) not materially misleading. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective under the Securities Act by the SEC (the “Shelf Effectiveness Date”), or until one year from after the date Shelf Effectiveness Date if the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon at the request of any an Initial Purchaser Purchaser, or in either case, such longer period as may be required by applicable law (subject to extension pursuant to clause the last paragraph of Section 3 hereof) (iii) above) or such shorter period which that will terminate when all of the Registrable Securities Transfer Restricted Notes covered by the such Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts Statement shall be extended to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects the extent required to permit dealers to comply with the 1933 applicable prospectus delivery requirements of Rule 174 under the Securities Act and the rules and regulations thereunder, (ii) as otherwise provided herein. The Company shall not permit any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required securities other than Transfer Restricted Notes to be stated therein or necessary to make included in 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, in light of the circumstances under which they were made, not misleadingRegistration. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement Statement, if reasonably requested required by the Majority Holders with respect to information relating rules, regulations or instructions applicable to the Holders and otherwise as required registration form used by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and the Company for such Shelf Registration to become usable as soon as thereafter practicable Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities Transfer Restricted Notes 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 (Mandalay Resort Group)
Shelf Registration. a. If (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or ; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 305 days after of the Closing Date, or date hereof; (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or Offer; (iv) if any Holder, Holder (other than an the Initial Purchaser, ) is not eligible to participate in the Registered Exchange Offer; or (v) in the case the Initial Purchaser participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the Initial Purchaser does not receive Exchange Securities that are freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder New Securities being an affiliate of the Company within the meaning of Rule 405 under the 1933 Actnot “freely tradeable”), the Company shall, at its cost:
(A) shall use its commercially reasonable efforts to, to effect a Shelf Registration Statement in accordance with subsection (b) below.
(i) The Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the SEC Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Securities Act within 120 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than the Initial Purchaser) shall be entitled to cause have the Securities or New Securities, as applicable, held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the SEC by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances exchange for Securities constituting any portion of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective may, if permitted by current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bii) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the SEC Commission until the earlier of (A) the second anniversary of the original issuance; or one year from (B) the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and. The Company shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(Ciii) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the 1933 Act applicable requirements of the Securities Act; and the rules and regulations thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) any Prospectus forming part in the case 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 statementsProspectus, in the light of the circumstances under which they were made, ) not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the Staff staff of the SEC or the Canadian securities regulatory authoritiesCommission, the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2(a) 1 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 days after 16 months of the Closing Issue Date, or (iii) upon within 30 days following consummation of the request of Registered Exchange Offer, any Initial Purchaser (so requests with respect to any Registrable the Initial Securities which (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Registered Exchange Offer or (iv) if any Holder, Holder (other than an Initial Purchaser, Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities that are freely tradeable in on the United States following the consummation date of the Exchange Offer other than by reason of such Holder being an affiliate of exchange, the Company within shall take the meaning of Rule 405 under the 1933 Act, the following actions:
(a) The Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the SEC Commission and thereafter shall use its best efforts to cause to be declared effective a registration statement (the “Shelf Registration Statement Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, and use its commercially reasonable efforts the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all the SEC by the 210th day after the Closing Date provisions of this Agreement applicable to such Holder.
(or promptly in the event of a request by any Initial Purchaser pursuant to clause (iiib) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the The Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;
(B) use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) its effectiveness or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts to ensure that amendment or supplement, (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies to comply in all material respects with the 1933 applicable requirements of the Securities Act and the rules and regulations thereunder, of the Commission and (ii) not to contain any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 statementsstatements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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
Shelf Registration. If, (i) If, because of any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission's staff, the Trust and the Company is determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Closing Date or the Registered Exchange Offer is not consummated within 210 180 days after (or, if the Company shall determine in good faith that a Tax Contingency exists on such 180th day, within 240 days) of the Closing Date, or (iii) upon the request of any Initial Purchaser (so requests with respect to any Registrable Securities which held by it acquired directly from the Company) following the consummation of the Registered Exchange Offer if such Initial Purchaser shall hold Registrable Securities which it acquired directly from the Company and if such Initial Purchaser is not permittedOffer, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, Holder at the time of the Registered Exchange Offer (other than an Initial the Purchaser, ) is not eligible to participate in the Registered Exchange Offer or (v) in the event that the Purchaser participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof and the Purchaser does not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that are the Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not "freely tradeable tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the United States following the consummation of the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other than by reason of trading activities shall not result in such Holder Exchange Securities being an affiliate of not "freely tradeable"), the Company within the meaning of Rule 405 under the 1933 Act, following provisions shall apply:
(a) The Trust and the Company shall, at its cost:
(A) use its commercially reasonable efforts to, as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the SEC Commission and thereafter use their best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that with respect to cause such Shelf Registration Statement to be declared effective Exchange Securities received by the SEC Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Trust and the Company may, if permitted by current interpretations by the 210th day after the Closing Date (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to Commission's staff, file a Shelf Registration Statement upon post-effective amendment to the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(acontaining the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of their obligations under this paragraph (a) with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) with respect , as so amended, shall be referred to offers herein as, and sales of Registrable Securities held governed by such Holder or any Initial Purchaser after completion of the Exchange Offer;provisions herein applicable to, a Shelf Registration Statement.
(Bb) 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 forming part thereof to be usable by Holders for a period of two three years (or, if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) Closing Date or such shorter period which that will terminate when all of the Registrable Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
Statement (C) notwithstanding in any other provisions hereofsuch case, use its best efforts to ensure that (i) any such period being called the "Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not 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 timePeriod"), 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 Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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
Shelf Registration. If (A): (i) If, because of due to any change in law or applicable interpretations thereof by the Staff of the SEC or the Canadian securities regulatory authoritiesCommission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2(a) 2 hereof, or (ii) if for any other reason the Registered Exchange Offer is not consummated within 30 Business Days (or such longer period as required by applicable law) of the Effectiveness Target Date or the Exchange Offer Registration Statement is not declared effective within 180 210 days after the Closing Date of October 5, 2004 (or the Exchange Offer if such 210th day is not consummated within 210 days after a Business Day, the Closing Date, next succeeding Business Day); or (iiiB) upon any Holder of Transfer Restricted Securities notifies the request of any Initial Purchaser (with respect Company prior to any Registrable Securities which it acquired directly from the Company) 20th day following the consummation of the Registered Exchange Offer if that: (i) it is prohibited by law or policy of the Commission from participating in the Registered Exchange Offer; (ii) it may not resell the New Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Registered Exchange Offer is not appropriate or available for such Initial Purchaser shall hold Registrable resales or (iii) that it is a Broker-Dealer and owns Securities which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the Staff of the SEC to participate in the Exchange Offer or (iv) if any Holder, other than an Initial Purchaser, is not eligible to participate in the Exchange Offer or does not receive Exchange Securities that are freely tradeable in the United States following the consummation of the Exchange Offer other than by reason of such Holder being an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, the Company shall, at its cost:shall effect a Shelf Registration Statement in accordance with subsection (b) below. The Company shall include the Securities in any filing made pursuant to Section 3 of the Initial Registration Rights Agreement.
(Aa) (i) The Company shall as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 3, (or, if such 30th day is not a Business Day, the next succeeding Business Day)), use its reasonable best efforts to file with the Commission and thereafter (but in no event more than 90 days after the date the Company was required or requested to make such filing pursuant to this Section 3 (or, if such 90th day is not a Business Day, the next succeeding Business Day)) use its commercially reasonable best efforts to, as promptly as practicable, file with to cause to be declared effective under the SEC Act a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority such Holders of such Registrable Securities and set forth in such Shelf Registration Statement; provided, and use its commercially reasonable efforts however, that no Holder (other than a Purchaser) shall be entitled to cause have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by all of the SEC provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the 210th day after the Closing Date (or promptly a Purchaser in the event exchange for Securities constituting any portion of a request by any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Initial Purchaser pursuant to clause (iii) or in the circumstances of clause (iv) abovean unsold allotment, the Company shall file and have declared effective may, if permitted by current interpretations by the SEC both an Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement pursuant to Section 2(a) containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect to all Registrable Securities thereto, and a Shelf Registration Statement (which may be a combined Registration Statement with the any such Exchange Offer Registration Statement) , as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Notwithstanding anything in this Section 3, Additional Interest shall accrue only in accordance with respect to offers and sales the provisions of Registrable Securities held by such Holder or any Initial Purchaser after completion of the Exchange Offer;Section 6 hereof.
(Bii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC Commission until the earlier of: (or one year from i) such date as all the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold sold, or (ii) the date on which all of the Securities held by persons that are not Affiliates of the Company may be resold without registration pursuant to Rule 144(k) under the Act (such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, a merger or financing so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.
(b) Not less than 30 days prior to the Effective Time of any Shelf Registration Statement required under this Agreement, the Company shall mail the Notice and Questionnaire (the “Notice and Questionnaire”) substantially in the form attached as Annex E hereto to the Holders of Transfer Restricted Securities; no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no Holder shall be entitled to use the prospectus forming a part thereof for resales of Securities at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, that holders of Transfer Restricted Securities shall have at least 28 days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company.
(c) After the Effective Time of any Shelf Registration Statement required to be filed under this Agreement, Holders of Transfer Restricted Securities who did not timely return a Notice and Questionnaire to the Company may return a Notice and Questionnaire at any time and may request to be included in such Shelf Registration Statement. If:
(i) the Company can include such Holder with respect to its Transfer Restricted Securities by means of a prospectus supplement filed pursuant to Rule 424(b) of the Act or by means of a registration statement filed pursuant to Rule 462(b) of the Act, then the Company shall file such Rule 424(b) supplement or Rule 462(b) registration statement with the Commission within 10 Business Days of its receipt of the Notice and Questionnaire;
(ii) the Company, in the opinion of its counsel, cannot include such Holder with respect to its Transfer Restricted Securities by means of a prospectus supplement to the prospectus contained as part of such effective Shelf Registration Statement or by means of a related registration statement filed pursuant to Rule 462(b) of the Act, the Company shall promptly take any action reasonably necessary to enable such a Holder to use a registration statement for resale of Transfer Restricted Securities, including, without limitation, any action necessary to identify such Holders or selling securityholder in a post-effective amendment to the Shelf Registration Statement or new Shelf Registration Statement which the Company shall promptly file and cause to be declared effective to cover the resale of the Transfer Restricted Securities that are the subject of such request. If the Company is required to file such post-effective amendment to the Shelf Registration Statement or a new Shelf Registration Statement for the sole purpose of adding Holders to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts the Company shall not be required to ensure that (i) any file such post-effective amendment or new Shelf Registration Statement more frequently than once every calendar quarter.
(d) In the event of a Shelf Registration Statement, in addition to the information required to be provided in the Notice and any amendment thereto Questionnaire, the Company may require Holders to furnish to the Company additional information regarding such Holder and any Prospectus forming part thereof and any supplement thereto complies such Holder’s intended method of distribution of Securities as may be required in all material respects order to comply with the 1933 Act and Securities Act. Each Holder agrees to notify the rules and regulations thereunder, (ii) Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to the Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding such Holder or such Holder’s intended method of disposition of such Securities or omits to state any material fact regarding such Holder or such Holder’s intended method of disposition of such Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any amendment thereto does notsuch required additional information so that such prospectus shall not contain, when it becomes effectivewith respect to such Holder or the disposition of such Securities, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, 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. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable 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 SECthen existing.
Appears in 1 contract
Samples: Registration Rights Agreement (American Tower Corp /Ma/)
