Additional Obligations of the Company. 12.1 In addition to other obligations set forth herein, the Company agrees as follows: (a) To use all reasonable endeavours to procure and maintain all licenses, approvals and government authorisations necessary to provide the Space Segment for provision of the Services by the LESO hereunder and to comply with all statutes, by-laws, regulations and requirements of any government or other competent authority applicable to the Company; (b) Notwithstanding the provisions of Clause 12.1(a) above, the procurement or maintenance of all licences, approvals or authorisations shall be at the reasonable discretion of the Company, in any country where the relevant authority imposes fiscal or other requirements as a condition of granting such licence and such licences or conditions are likely to give rise to a financial liability on the Company during the term of this Agreement, subject to the following procedure being implemented: (i) as soon as possible after notification of such fiscal or other requirements, the Company shall inform all LESOs of the country requirements; (ii) the Company shall consult with any LESO that wishes to provide the Services in such a country with a view to apportionment of costs between the Company and all other LESOs that wish to provide Services in that country or structuring the delivery of the Services in a manner that will comply with the requirements of the relevant authority; (iii) where the Company and the LESOs are unable to reach agreement on such an arrangement the Company may elect not to pursue a licence in that country or may rescind an already existing licence in that country; (iv) the total liability of the Company in relation to all such licences or authorisations for all countries in any calendar year shall not exceed ****% (****) per annum of the total revenue of the Company generated by all Services in the immediately preceding calendar year; (v) allocation of funds available between such countries shall be at the reasonable discretion of the Company; (vi) where additional LESOs commence the provision of Services in that country, they will be required to contribute to the overall costs of maintaining such a presence in that country on the same basis as all other LESOs providing Services in that country; (vii) For the avoidance of doubt, the provisions of Clauses 9.5 and 9.6 shall not apply to the additional costs that may arise under this Clause pursuant to any arrangement entered into by the Company and the LESO. (c) To use its best efforts in undertaking such steps as are necessary to assure that the Company is entitled (i) to maintain orbital slots for the Satellites at the orbital positions contemplated in this Agreement and to undertake such steps as are necessary to maintain those slots throughout the Extended Term of this Agreement, (ii) to maintain the numbering schemes of the Organization in effect prior to the Commencement Date, and (iii) to maintain the authority to allocate MES identification numbers after the Commencement Date as necessary to perform its obligations hereunder; (d) To comply with the terms of any agreements that the Company may have undertaken with the Organization; and (e) Not to hold itself out as agent or principal of the LESO in any correspondence or other dealings relating to the provision of Services via the Space Segment. 12.2 The Company may engage in Generic Marketing to support and promote the Company’s brand and may work in conjunction with the LESO on joint marketing activities. 12.3 The Company may also engage in Direct Marketing to individuals or entities provided that: (a) the Company shall not contact MES users in the ESAS database for the purposes of conducting such Direct Marketing (the Company shall be free to conduct Direct Marketing from other available sources of information); (b) the Company shall notify all LES Operators providing a particular Service in advance of any Direct Marketing being carried out in relation to that Service and shall provide to all such LES Operators full details of the proposed Direct Marketing; (c) the LES Operators providing that Service shall have 10 Business Days from the date the notification is sent by the Company within which to comment on the Direct Marketing proposal and in the absence of any objections within that time period from such LES Operators, the Company shall be free to proceed with the Direct Marketing; (d) If any LES Operator providing the Service has objections to the Direct Marketing proposal, it shall notify the Company within the time period, giving full details of its objections and the rationale for such objections. The Company shall take any objections raised by such a LESO into consideration and shall respond to such objections within 5 Business Days of receipt. If the outstanding objections are resolved, the Company shall be free to proceed with the Direct Marketing. (e) If outstanding objections are not resolved, the LESO may propose an alternative solution. If the LESO does not present a satisfactory solution or alternative recommendation, the Company may proceed with the Direct Marketing where at least one LESO that provides that particular Service consents to the Direct Marketing.
Appears in 2 contracts
Sources: Land Earth Station Operator Agreement (Inmarsat Launch CO LTD), Land Earth Station Operator Agreement (Inmarsat Launch CO LTD)
Additional Obligations of the Company. 12.1 In addition to other obligations set forth hereinconnection with the registration of the Registrable Securities, the Company agrees as followsshall have the following additional obligations:
(a) To use The Company shall respond promptly to any and all reasonable endeavours to procure and maintain all licenses, approvals and government authorisations necessary to provide comments made by the Space Segment for provision staff of the Services SEC to any Registration Statement required to be filed hereunder, and shall submit to the SEC, before the close of business on the second (2nd) business day immediately following the business day on which the Company learns (either by telephone or in writing) that no review of such Registration Statement will be made by the LESO hereunder SEC or that the staff of the SEC has no further comments on such Registration Statement, as the case may be, a request for acceleration of the effectiveness of such Registration Statement to a time and date as soon as practicable. The Company shall keep any such Registration Statement effective pursuant to comply with Rule 415 under the Securities Act at all statutes, by-laws, regulations and requirements of any government or other competent authority applicable to times during the Company;Registration Period.
(b) Notwithstanding the provisions of Clause 12.1(aEach Registration Statement required to be filed hereunder (including any amendments or supplements thereto and prospectuses contained therein and all documents incorporated by reference therein) above, the procurement or maintenance of all licences, approvals or authorisations shall be at the reasonable discretion of the Company, in any country where the relevant authority imposes fiscal or other requirements as a condition of granting such licence and such licences or conditions are likely to give rise to a financial liability on filed by the Company during the term of this Agreement, subject to the following procedure being implemented:
(i) as soon as possible after notification of such fiscal or other requirements, the Company shall inform comply in all LESOs of the country requirements;
(ii) the Company shall consult with any LESO that wishes to provide the Services in such a country with a view to apportionment of costs between the Company and all other LESOs that wish to provide Services in that country or structuring the delivery of the Services in a manner that will comply material respects with the requirements of the relevant authority;
Securities Act and the rules and regulations promulgated thereunder and (iiiii) where shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The financial statements of the Company included in any such Registration Statement or incorporated by reference therein (A) shall comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, (B) shall be prepared in accordance with U.S. generally accepted accounting principles, consistently applied during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto or, in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed on summary statements) and (C) shall fairly present in all material respects the consolidated financial position of the Company and the LESOs are unable to reach agreement on such an arrangement the Company may elect not to pursue a licence in that country or may rescind an already existing licence in that country;
(iv) the total liability its consolidated subsidiaries as of the Company in relation to all such licences or authorisations dates thereof and the consolidated results of their operations and cash flows for all countries in any calendar year shall not exceed ****% the periods then ended (****) per annum of the total revenue of the Company generated by all Services subject, in the immediately preceding calendar case of unaudited statements, to immaterial year;
(v) allocation of funds available between such countries shall be at the reasonable discretion of the Company;
(vi) where additional LESOs commence the provision of Services in that country, they will be required to contribute to the overall costs of maintaining such a presence in that country on the same basis as all other LESOs providing Services in that country;
(vii) For the avoidance of doubt, the provisions of Clauses 9.5 and 9.6 shall not apply to the additional costs that may arise under this Clause pursuant to any arrangement entered into by the Company and the LESO-end adjustments).
(c) To The Company (i) shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration Statement required to be filed hereunder and the prospectus used in connection with any such Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and (ii) during the Registration Period, shall comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by any such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof as set forth in the Registration Statement. In the event the number of shares of Common Stock included in a Registration Statement filed pursuant to this Agreement is, for any three (3) consecutive trading days (the last of such three (3) trading days being the "Registration Trigger Date"), insufficient to cover all of the Registrable Securities (including, without limitation, as a result of a lapse of the restrictions on conversion and exercise of certain of the Debentures and Warrants as set forth in the Side Letter Agreement), the Company shall provide each Purchaser written notice of such Registration Trigger Date within five (5) business days thereafter and shall amend, if permissible, the Registration Statement, and/or file a new Registration Statement (on the short form available therefor, if applicable), so as to cover all of the Registrable Securities as soon as practicable, but in no event more than twenty (20) days after the Registration Trigger Date. The Company shall use its best efforts to cause such amendment(s) and/or new Registration Statement(s) to become effective as soon as practicable following the filing thereof.
(d) The Company shall furnish to each Purchaser whose Registrable Securities are included in undertaking the Registration Statement and such steps as are necessary to assure that the Company is entitled Purchaser's legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC or received by the Company, one copy of the Registration Statement and any amendment thereto; each preliminary prospectus and final prospectus and each amendment or supplement thereto; and, in the case of the Registration Statement required under Section 2(a) above, each letter written by or on behalf of the Company to maintain orbital slots the SEC and each item of correspondence from the SEC, in each case relating to such Registration Statement (other than any portion of any item thereof which contains information for which the Satellites at Company has sought confidential treatment); (ii) on the orbital positions contemplated date of effectiveness of any Registration Statement or any amendment thereto, a notice stating that the Registration Statement or amendment has been declared effective; and (iii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto, and such other documents as such Purchaser may reasonably request in this Agreement order to facilitate the disposition of the Registrable Securities owned by such Purchaser.
(e) The Company shall use its best efforts to (i) register and to undertake qualify the Registrable Securities covered by the Registration Statement under such steps other securities or "blue sky" laws of such jurisdictions as are necessary to maintain those slots throughout the Extended Term of this AgreementPurchasers reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the numbering schemes effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing provision, the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company, or (E) make any change in its Certificate of Incorporation or Bylaws, which in each case the Board of Directors of the Organization Company determines to be contrary to the best interests of the Company and its stockholders.
(f) In the event the Purchasers hold a majority in interest of the Registrable Securities being offered in an underwriter offering, the Company shall enter into and perform its obligations under an underwriting agreement in usual and customary form including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering. The Company shall be responsible for payment of the fees of such underwriters and the reasonable attorney fees and costs incurred by one law firm selected by the Purchasers to represent their respective interests in the underwritten offering. No Purchaser shall be obligated to participate in any such underwriting.
(g) The Company shall notify each Purchaser who holds Registrable Securities being sold pursuant to a Registration Statement of the happening of any event of which the Company has knowledge as a result of which the prospectus included in the Registration Statement as then in effect prior includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading (a "Suspension Event"). The Company (i) shall make such notification as promptly as practicable after the Company becomes aware of such Suspension Event, (ii) shall promptly, but in all events within five (5) business days, use its best efforts to prepare a supplement or amendment to the Commencement DateRegistration Statement to correct such untrue statement or omission, and (iii) shall deliver such number of copies of such supplement or amendment to maintain the authority to allocate MES identification numbers after the Commencement Date each Purchaser as necessary to perform its obligations hereunder;such Purchaser may reasonably request.
(dh) To comply The Company shall use its best efforts (i) to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement that includes Registrable Securities, and, if such an order is issued, to obtain the withdrawal of such order at the earliest possible time (including, in each case by amending or supplementing such Registration Statement), and (ii) to notify each Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.
(i) The Company shall permit a single firm of counsel designated by the Purchasers who hold a majority in interest of the Registrable Securities being sold pursuant to such registration to review any Registration Statement required to be filed hereunder and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof) a reasonable period of time prior to their filing with the terms SEC, and shall not file any document in a form to which such counsel reasonably objects.
(j) At the request of any agreements that the Company may have undertaken with the Organization; and
(e) Not Purchaser who holds Registrable Securities being sold pursuant to hold itself out as agent or principal of the LESO in any correspondence or other dealings relating to the provision of Services via the Space Segment.
12.2 The Company may engage in Generic Marketing to support and promote the Company’s brand and may work in conjunction with the LESO on joint marketing activities.
12.3 The Company may also engage in Direct Marketing to individuals or entities provided that:
(a) the Company shall not contact MES users in the ESAS database for the purposes of conducting such Direct Marketing (the Company shall be free to conduct Direct Marketing from other available sources of information);
(b) the Company shall notify all LES Operators providing a particular Service in advance of any Direct Marketing being carried out in relation to that Service and shall provide to all such LES Operators full details of the proposed Direct Marketing;
(c) the LES Operators providing that Service shall have 10 Business Days from the date the notification is sent by the Company within which to comment on the Direct Marketing proposal and in the absence of any objections within that time period from such LES Operatorsregistration hereunder, the Company shall be free furnish on the date that Registrable Securities are delivered to proceed an underwriter for sale in connection with the Direct Marketing;Registration Statement (i) a letter, dated such date, from the Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Purchasers; and (ii) an opinion, dated such date, from counsel representing the Company for purposes of such Registration Statement, in form and substance as is customarily given in an underwritten public offering, addressed to the underwriters and Purchasers.
(dk) If any LES Operator providing the Service has objections The Company shall make generally available to the Direct Marketing proposalPurchasers as soon as practicable, it shall notify but in no event later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the Registration Statement. The Company will be deemed to have complied with its obligations under this Section 3(k) upon the Company's filing, on an appropriate form, the appropriate report of the Company within as required by the time periodSecurities Exchange Act of 1934, giving full details of its objections as amended, and the rationale rules and regulations thereunder, or any similar successor statute (collectively, the "Exchange Act").
(l) The Company shall make available for inspection by (i) any Purchasers whose Registrable Securities are being sold pursuant to such objectionsregistration, (ii) any underwriter participating in any disposition pursuant to the Registration Statement, and (iii) any attorney, accountant or other agent retained by any such Purchaser or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable each Inspector to exercise its due diligence responsibility, and cause the Company's officers, directors and employees to supply all information which any Inspector may reasonably request for purposes of such due diligence; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to a Purchaser) of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement, (B) the release of such Records is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or such release is reasonably necessary in connection with litigation or other legal process or (C) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall take not be required to disclose any objections raised confidential information in such Records to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 3(l). The Purchasers agree that they shall, upon learning that disclosure of such Records is sought in or by such a LESO into consideration court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and shall respond allow the Company, at the Company's expense, to such objections within 5 Business Days of receipt. If the outstanding objections are resolvedundertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Company Records deemed confidential. Nothing herein shall be free deemed to proceed limit the Purchasers' ability to sell Registrable Securities in a manner which is otherwise consistent with the Direct Marketingapplicable laws and regulations.
(em) If outstanding objections are The Company shall hold in confidence and shall not resolvedmake any disclosure of information concerning any Purchaser provided to the Company pursuant hereto unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or such release is reasonably necessary in connection with litigation or other legal process or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning any Purchaser is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Purchaser and allow such Purchaser, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
(n) The Company shall use its best efforts to promptly cause all of the Registrable Securities covered by any Registration Statement to be listed or designated for quotation on the Nasdaq SmallCap Market, the LESO may propose an alternative solution. If the LESO does not present a satisfactory solution or alternative recommendationNasdaq National Market, the New York Stock Exchange, the American Stock Exchange or any other national securities exchange or automated quotation system and on each additional national securities exchange or automated quotation system on which securities of the same class or series issued by the Company may proceed are then listed or quoted, if any, if the listing or quotation of such Registrable Securities is then permitted under the rules of such exchange or automated quotation system, and in any event, without limiting the generality of the foregoing, to arrange for or maintain at least two market makers to register with the Direct Marketing where at least one LESO that provides that particular Service consents National Association of Securities Dealers, Inc. as such with respect to the Direct MarketingRegistrable Securities.
(o) The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement required to be filed pursuant to Section 2(a) hereof.
(
Appears in 1 contract
Sources: Registration Rights Agreement (Miravant Medical Technologies)
Additional Obligations of the Company. 12.1 In addition to other obligations set forth herein, the Company agrees as follows:
(a) To use all reasonable endeavours to procure and maintain all licenses, approvals and government authorisations necessary to provide the Space Segment for provision of the Services by the LESO hereunder and to comply with all statutes, by-laws, regulations and requirements of any government or other competent authority applicable to the Company;
(b) Notwithstanding the provisions of Clause 12.1(a12.1 (a) above, the procurement or maintenance of all licences, approvals or authorisations shall be at the reasonable discretion of the Company, in any country where the relevant authority imposes fiscal or other requirements as a condition of granting such licence and such licences or conditions are likely to give rise to a financial liability on the Company during the term of this Agreement, subject to the following procedure being implemented:
(i) as soon as possible after notification of such fiscal or other requirements, the Company shall inform all LESOs of the country requirements;
(ii) the Company shall consult with any LESO that wishes to provide the Services in such a country with a view to apportionment of costs between the Company and all other LESOs that wish to provide Services in that country or structuring the delivery of the Services in a manner that will comply with the requirements of the relevant authority;
(iii) where the Company and the LESOs are unable to reach agreement on such an arrangement the Company may elect not to pursue a licence in that country or may rescind an already existing licence in that country;
(iv) the total liability of the Company in relation to all such licences or authorisations for all countries in any calendar year shall not exceed [****]% ([****]) per annum annumn of the total revenue of the Company generated by all Services in the immediately preceding calendar year;
(v) allocation of funds available between such countries shall be at the reasonable discretion of the Company;
(vi) where additional LESOs commence the provision of Services in that country, they will be required to contribute to the overall costs of maintaining such a presence in that country on the same basis as all other LESOs providing Services in that country;
(vii) For the avoidance of doubt, the provisions of Clauses 9.5 and 9.6 shall not apply to the additional costs that may arise under this Clause pursuant to any arrangement entered into by the Company and the LESO.
(c) To use its best efforts in undertaking such steps as are necessary to assure that the Company is entitled (i) to maintain orbital slots for the Satellites at the orbital positions contemplated in this Agreement and to undertake such steps as are necessary to maintain those slots throughout the Extended Term of this Agreement, (ii) to maintain the numbering schemes of the Organization in effect prior to the Commencement Date, and (iii) to maintain the authority to allocate MES identification numbers after the Commencement Date as necessary to perform its obligations hereunder;
(d) To comply with the terms of any agreements that the Company may have undertaken with the Organization; and
(e) Not to hold itself out as agent or principal of the LESO in any correspondence or other dealings relating to the provision of Services via the Space Segment.
12.2 The Company may engage in Generic Marketing to support and promote the Company’s brand and may work in conjunction with the LESO on joint marketing activities.
12.3 The Company may also engage in Direct Marketing to individuals or entities provided that:
(a) the Company shall not contact MES users in the ESAS database for the purposes of conducting such Direct Marketing (the Company shall be free to conduct Direct Marketing from other available sources of information);
(b) the Company shall notify all LES Operators providing a particular Service in advance of any Direct Marketing being carried out in relation to that Service and shall provide to all such LES Operators full details of the proposed Direct Marketing;
(c) the LES Operators providing that Service shall have 10 Business Days from the date the notification is sent by the Company within which to comment on the Direct Marketing proposal and in the absence of any objections within that time period from such LES Operators, the Company shall be free to proceed with the Direct Marketing;
(d) If any LES Operator providing the Service has objections to the Direct Marketing proposal, it shall notify the Company within the time period, giving full details of its objections and the rationale for such objections. The Company shall take any objections raised by such a LESO into consideration and shall respond to such objections within 5 Business Days of receipt. If the outstanding objections are resolved, the Company shall be free to proceed with the Direct Marketing.
(e) If outstanding objections are not resolved, the LESO may propose an alternative solution. If the LESO does not present a satisfactory solution or alternative recommendation, the Company may proceed with the Direct Marketing where at least one LESO that provides that particular Service consents to the Direct Marketing.Business
Appears in 1 contract
Sources: Land Earth Station Operator Agreement (Stratos Funding, LP)
Additional Obligations of the Company. 12.1 In addition Whenever the Company is required under Section 2, 3 or 4 to other obligations set forth hereinuse its best efforts to effect the registration of any of the Registrable Shares of any Investor, the Company agrees as followsshall promptly:
(a) To Prepare and file with the Commission a registration statement with respect to such Registrable Shares and use all reasonable endeavours its best efforts to procure cause such registration statement to become and maintain all licensesremain effective; PROVIDED, approvals and government authorisations necessary however that the Company shall in no event be obligated to provide the Space Segment cause any such registration to remain effective for provision of the Services by the LESO hereunder and to comply with all statutes, by-laws, regulations and requirements of any government or other competent authority applicable to the Companymore than 180 days;
(b) Notwithstanding Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of Clause 12.1(a) above, the procurement or maintenance Securities Act with respect to the disposition of all licences, approvals or authorisations shall be at the reasonable discretion of the Company, in any country where the relevant authority imposes fiscal or other requirements as a condition of granting securities covered by such licence and such licences or conditions are likely to give rise to a financial liability on the Company during the term of this Agreement, subject to the following procedure being implemented:
(i) as soon as possible after notification of such fiscal or other requirements, the Company shall inform all LESOs of the country requirementsregistration statement;
(iic) the Company shall consult with any LESO that wishes Furnish to provide the Services such Investor such number of copies of a prospectus, including a preliminary prospectus, in such a country with a view to apportionment of costs between the Company and all other LESOs that wish to provide Services in that country or structuring the delivery of the Services in a manner that will comply conformity with the requirements of the relevant authority;Securities Act, and such other documents as the Investor may reasonably request in order to facilitate the disposition of such Registrable Shares; and
(iiid) where Use its best efforts to register and qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as shall be reasonably appropriate in the opinion of the Company and the LESOs are unable to reach agreement on such an arrangement the Company may elect not to pursue a licence in managing underwriters, PROVIDED that country or may rescind an already existing licence in that country;
(iv) the total liability of the Company in relation to all such licences or authorisations for all countries in any calendar year shall not exceed ****% (****) per annum of the total revenue of the Company generated by all Services in the immediately preceding calendar year;
(v) allocation of funds available between such countries shall be at the reasonable discretion of the Company;
(vi) where additional LESOs commence the provision of Services in that country, they will be required to contribute to the overall costs of maintaining such a presence in that country on the same basis as all other LESOs providing Services in that country;
(vii) For the avoidance of doubt, the provisions of Clauses 9.5 and 9.6 shall not apply to the additional costs that may arise under this Clause pursuant to any arrangement entered into by the Company and the LESO.
(c) To use its best efforts in undertaking such steps as are necessary to assure that the Company is entitled (i) to maintain orbital slots for the Satellites at the orbital positions contemplated in this Agreement and to undertake such steps as are necessary to maintain those slots throughout the Extended Term of this Agreement, (ii) to maintain the numbering schemes of the Organization in effect prior to the Commencement Date, and (iii) to maintain the authority to allocate MES identification numbers after the Commencement Date as necessary to perform its obligations hereunder;
(d) To comply with the terms of any agreements that the Company may have undertaken with the Organization; and
(e) Not to hold itself out as agent or principal of the LESO in any correspondence or other dealings relating to the provision of Services via the Space Segment.
12.2 The Company may engage in Generic Marketing to support and promote the Company’s brand and may work in conjunction with the LESO on joint marketing activities.
12.3 The Company may also engage in Direct Marketing to individuals or entities provided that:
(a) the Company shall not contact MES users be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and PROVIDED FURTHER that (anything in Section 8 to the ESAS database for contrary notwithstanding with respect to the purposes bearing of conducting such Direct Marketing (expenses) if any jurisdiction in which the Company securities shall be free to conduct Direct Marketing from other available sources of information);
(b) qualified shall require that expenses incurred in connection with the Company shall notify all LES Operators providing a particular Service in advance of any Direct Marketing being carried out in relation to that Service and shall provide to all such LES Operators full details qualification therein of the proposed Direct Marketing;
(c) the LES Operators providing that Service shall have 10 Business Days from the date the notification is sent securities be borne by the Company within which to comment on the Direct Marketing proposal and in the absence of any objections within that time period from such LES Operatorsselling shareholders, the Company shall be free to proceed with the Direct Marketing;
(d) If any LES Operator providing the Service has objections then each Investor shall, to the Direct Marketing proposal, it shall notify the Company within the time period, giving full details of its objections and the rationale for such objections. The Company shall take any objections raised extent required by such a LESO into consideration and shall respond to such objections within 5 Business Days jurisdiction, pay its PRO RATA share of receipt. If the outstanding objections are resolved, the Company shall be free to proceed with the Direct Marketingselling expenses.
(e) If outstanding objections are not resolved, the LESO may propose an alternative solution. If the LESO does not present a satisfactory solution or alternative recommendation, the Company may proceed with the Direct Marketing where at least one LESO that provides that particular Service consents to the Direct Marketing.
Appears in 1 contract
Additional Obligations of the Company. 12.1 In addition to other obligations set forth herein, the Company agrees as follows:
(a) To use all reasonable endeavours to procure and maintain all licenses, approvals and government authorisations necessary to provide the Space Segment for provision of the Services by the LESO hereunder and to comply with all statutes, by-laws, regulations and requirements of any government or other competent authority applicable to the Company;
(b) Notwithstanding the provisions of Clause 12.1(a) above, the procurement or maintenance of all licences, approvals or authorisations shall be at the reasonable discretion of the Company, in any country where the relevant authority imposes fiscal or other requirements as a condition of granting such licence and such licences or conditions are likely to give rise to a financial liability on the Company during the term of this Agreement, subject to the following procedure being implemented:
(i) as soon as possible after notification of such fiscal or other requirements, the Company shall inform all LESOs of the country requirements;
(ii) the Company shall consult with any LESO that wishes to provide the Services in such a country with a view to apportionment of costs between the Company and all other LESOs that wish to provide Services in that country or structuring the delivery of the Services in a manner that will comply with the requirements of the relevant authority;
(iii) where the Company and the LESOs are unable to reach agreement on such an arrangement the Company may elect not to pursue a licence in that country or may rescind an already existing licence in that country;
(iv) the total liability of the Company in relation to all such licences or authorisations for all countries in any calendar year shall not exceed ****% (****) per annum of the total revenue of the Company generated by all Services in the immediately preceding calendar year;
(v) allocation of funds available between such countries shall be at the reasonable discretion of the Company;
(vi) where additional LESOs commence the provision of Services in that country, they will be required to contribute to the overall costs of maintaining such a presence in that country on the same basis as all other LESOs providing Services in that country;
(vii) For the avoidance of doubt, the provisions of Clauses 9.5 and 9.6 shall not apply to the additional costs that may arise under this Clause pursuant to any arrangement entered into by the Company and the LESO.
(c) To use its best efforts in undertaking such steps as are necessary to assure that the Company is entitled (i) to maintain orbital slots for the Satellites at the orbital positions contemplated in this Agreement and to undertake such steps as are necessary to maintain those slots throughout the Extended Term of this Agreement, (ii) to maintain the numbering schemes of the Organization in effect prior to the Commencement Effective Date, and (iii) to maintain the authority to allocate MES identification numbers after the Commencement Effective Date as necessary to perform its obligations hereunder;
(dc) To comply with the terms of any agreements that the Company may have undertaken with the Organization; and;
(ed) Not to hold itself out as agent or principal of the LESO in any correspondence or other dealings relating to the provision of Services via the Space Segment.; and
12.2 The Company may (e) Throughout the Initial Term, not to (i) engage in Generic Marketing any direct marketing, canvassing or solicitation to any individuals or entities with respect to sale of the Services (provided that the Company shall be permitted to engage in generic marketing to support and promote the Company’s 's brand in support to the LESO, and may work other LES Operators; and provided further that the term "generic marketing" shall be deemed to include working in conjunction with the LESO on joint marketing activities.
12.3 The Company may also engage ), (ii) enter into any contracts with MES end-users or any of the LESO's Resellers or agents in Direct Marketing respect of the Services other than the standard terms and conditions necessary for service activation or to individuals or entities provided that:
become a PSA, (aiii) the Company shall not knowingly contact MES end-users in the ESAS database directly for the purposes purpose of conducting such Direct Marketing (marketing surveys without the written consent of the LESO, provided, however, that the Company shall be free to conduct Direct Marketing marketing surveys for the benefit of the LESOs from other available sources of information);
(b) , and provided further that the Company shall notify make available to the LESO and all LES Operators providing a particular Service in advance the results of any Direct Marketing its marketing surveys, both parties being carried out in relation subject to that Service the provisions of Clause 14 hereof, and shall provide (iv) distribute customer leads to all such the LESO and other LES Operators except on an impartial and uniform basis, unless this is not appropriate or practical, and in such cases full details disclosure of the proposed Direct Marketing;
(c) reasons and logistics behind such distribution shall be made to the LES Operators providing that Service LESO. Nothing in this provision shall have 10 Business Days from the date the notification is sent by prevent the Company within which to comment on the Direct Marketing proposal from interfacing directly with manufacturers of LESs, MESs and in the absence of any objections within that time period from such LES Operators, the Company shall be free to proceed with the Direct Marketing;
(d) If any LES Operator providing the Service has objections other equipment related to the Direct Marketing proposalServices and their agents. 13 SPACE SEGMENT MANAGEMENT Provision of Space Segment Capacity
13.1 The Company shall, it shall notify in accordance with this Clause, provide Space Segment capacity on Second Generation and Third Generation Satellites to enable the Company within the time period, giving full details of its objections and the rationale for such objectionsLESO to provide Services. The Company shall take any objections raised by such a LESO into consideration and shall respond to such objections within 5 Business Days of receipt. If the outstanding objections are resolvedalso provide Space Segment capacity on Subsequent Satellites, if the Company chooses to offer Existing or Evolved Services on such Satellites, in a manner consistent with the Authorization and the terms and conditions of this Agreement.
13.2 The characteristics of Second and Third Generation Satellites and their capacity are defined in Annex L. The primary aim of the Company with respect to Space Segment management shall be free to proceed continue to provide Space Segment capacity to the LESO and all other LES Operators with Inmarsat-3 Satellites, or with Inmarsat-2 Satellites in the event of Inmarsat-3 Satellite failures or other capacity shortfall. The Company shall use its reasonable endeavours to provide that capacity in accordance with the Direct Marketing.Network Performance Objectives described in Annex N. Nothing herein shall require the Company to procure additional satellite capacity. Use of Third Generation Satellites
13.3 The Company shall provide Space Segment capacity for Services on Third Generation Satellites at the following orbital locations with: (a) the station keeping to two tenths (0.2) of a degree at the equatorial crossing; and (b) an orbital inclination less than two point seven (2.7) degrees: AOR-West Region at 54 degrees West AOR-East Region at 15.5 degrees West IOR Region at 64 degrees East POR Region at 178 degrees East
13.4 The location of the fifth Third Generation Satellite, located initially at 25 degrees East, shall be at the discretion of the Company, subject to Clause 13.6 (a). Use of Second Generation Satellites
13.5 The Second Generation Satellites shall be deployed, at the discretion of the Company, and subject to Clause 13.6 (b), at any of the following orbital locations, respectively:
(ea) If outstanding objections are not resolved, the LESO may propose an alternative solution. If the LESO does not present a satisfactory solution or alternative recommendation, the Company may proceed with the Direct Marketing where at least one LESO that provides that particular Service consents locations adjacent to the Direct Marketingfour Third Generation Satellites referred to in Clause 13.3: * AOR-West Region at 55 degrees West; * AOR-East Region at 17 degrees West; * IOR Region at 65 degrees East; * POR Region at 179 degrees East.
Appears in 1 contract
Sources: Land Earth Station Operator Agreement (Comsat Corp)
Additional Obligations of the Company. 12.1 In addition to other obligations set forth herein, the Company agrees as follows:
(a) To use all reasonable endeavours The Company will furnish to procure and maintain all licensesyou, approvals and government authorisations necessary to provide the Space Segment for provision without charge, one signed copy of the Services Registration Statement and any post-effective amendments thereto, including all of the documents incorporated by the LESO hereunder reference therein and to comply with all statutes, by-laws, regulations financial statements and requirements of any government or other competent authority applicable to the Company;schedules. 3
(b) Notwithstanding To the provisions of Clause 12.1(a) aboveextent required under the Securities Act, the procurement or maintenance of all licences, approvals or authorisations shall be at Company will file the reasonable discretion Prospectus with the Commission pursuant to and in accordance with Rule 424(b) thereunder.
(c) Prior to the issuance of the Securities, the Company shall obtain the registration or qualification thereof under the securities or "blue sky" laws of such jurisdictions as may be required for the consummation of the Rights Offering; provided, that in connection therewith the Company shall not be required to qualify as a foreign corporation or as a dealer in securities, to file a general consent to service of process in any jurisdiction or to subject itself to taxation for doing business in such jurisdiction, and shall furnish you with "blue sky" memoranda evidencing such registration and qualification or otherwise inform you in writing of any restrictions on the conduct of the Rights Offering pursuant to such laws.
(d) The Company, in any country where the relevant authority imposes fiscal or other requirements as a condition acting through its Board of granting such licence and such licences or conditions are likely to give rise to a financial liability on the Company during the term of this AgreementDirectors, subject shall, to the following procedure being implementedextent it has not already done so, in accordance with applicable law and its Certificate of Incorporation and By-Laws:
(i) promptly and duly call, give notice of, convene and hold as soon as possible after notification practicable following the date hereof a meeting of its stockholders (the "Stockholders' Meeting") for the purpose of voting to approve an amendment to the Company's Certificate of Incorporation to increase (x) the authorized number of shares of Common Stock to permit the full conversion of all shares of Preferred Stock to be outstanding following consummation of the Rights Offering and (y) the authorized number of shares of Preferred Stock to permit the payment of dividends in kind on the Series B PIK Preferred Stock (the "Charter Amendment"); (ii) as promptly as practicable following the date hereof prepare and file with the Commission a preliminary proxy statement relating to the Stockholders' Meeting and the Charter Amendment, respond to any comments of the Commission with respect to such fiscal preliminary proxy statement and cause the definitive proxy statement to be mailed to its stockholders, and (iii) recommend approval of the Charter Amendment by the stockholders of the Company and include in the definitive proxy statement such recommendation and take all lawful action to solicit such approval.
(e) The Company will use its best efforts to cause the Registration Statement (if such has not been declared effective as of the date of this Agreement) and any post-effective amendments thereto to become effective as promptly as practicable. The Company will prepare and file, as required, any and all necessary amendments or supplements to any of the Rights Offering Material, will promptly furnish to you true and complete copies of each such amendment and supplement within a reasonable period of time prior to the filing thereof and, as applicable, will use its best efforts to cause the same to become effective as promptly as practicable.
(f) The Company shall advise you promptly of (i) the time when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (ii) the occurrence of any event which could cause the Company to withdraw, rescind, terminate or modify the Rights Offering, (iii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which it believes would require the making of any change in any of the Rights Offering Material then being used in connection with the Rights Offering or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iv) the issuance by the Commission or any Other Agency of any comment or order or the taking of any other requirementsaction concerning the Rights Offering (and, if in writing, the Company will furnish you with a copy thereof), (v) the suspension of qualification of the Rights, the Preferred Stock, the Common Stock or the Notes in any jurisdiction, (vi) any material developments in connection with the Rights Offering, including, without limitation, the commencement of any lawsuit concerning the Rights Offering and (vii) any other information relating to the Rights Offering, the Rights Offering Material or this Agreement which you may from time to time reasonably request.
(h) Prior to the consummation or termination of the Rights Offering, the Company shall inform all LESOs furnish to you, as soon as they have been prepared by the Company, a copy of any consolidated financial statements of the country requirements;Company and its consolidated subsidiaries for any period subsequent to the period covered by the financial statements appearing in the Registration Statement and the Prospectus.
(i) The Company will use its best efforts to comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and other applicable securities laws.
(j) The Company will not exercise its option to exchange the Notes for Series A Exchangeable Preferred Stock unless, as of the date of exercise of such option, (i) the Company has duly authorized the exercise of its option to exchange the Notes for the Preferred Stock; (ii) the Company shall consult with any LESO that wishes to provide the Services in such a country with a view to apportionment of costs between the Company has corporate power and all other LESOs that wish to provide Services in that country or structuring the delivery of the Services in a manner that will comply with the requirements of the relevant authority;
(iii) where the Company and the LESOs are unable to reach agreement on such an arrangement the Company may elect not to pursue a licence in that country or may rescind an already existing licence in that country;
(iv) the total liability of the Company in relation to all such licences or authorisations for all countries in any calendar year shall not exceed ****% (****) per annum of the total revenue of the Company generated by all Services in the immediately preceding calendar year;
(v) allocation of funds available between such countries shall be at the reasonable discretion of the Company;
(vi) where additional LESOs commence the provision of Services in that country, they will be required to contribute to the overall costs of maintaining such a presence in that country on the same basis as all other LESOs providing Services in that country;
(vii) For the avoidance of doubt, the provisions of Clauses 9.5 and 9.6 shall not apply to the additional costs that may arise under this Clause pursuant to any arrangement entered into by the Company and the LESO.
(c) To use its best efforts in undertaking such steps as are necessary to assure that the Company is entitled (i) to maintain orbital slots for the Satellites at the orbital positions contemplated in this Agreement and to undertake such steps as are necessary to maintain those slots throughout the Extended Term of this Agreement, (ii) to maintain the numbering schemes of the Organization in effect prior to the Commencement Date, and (iii) to maintain the authority to allocate MES identification numbers after enter into the Commencement Date as necessary Indenture and to perform its obligations hereunder;
under the Indenture and to issue and deliver the Notes; (diii) To comply the Indenture has been executed and delivered and is a valid and legally binding obligation of the Company enforceable in accordance with its terms (assuming due authorization, execution and delivery by the Trustee), except (x) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally and (y) as such enforcement may be limited by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity; (iv) no consent or approval of any governmental authority or other United States (State or Federal) person or entity which has not been obtained is required in connection with the issuance of the Notes; (v) the Notes will be, when issued in accordance with the terms of any agreements that the Series A Certificate of Designation and the Indenture, and approved by the Board of Directors of the Company the valid and legally binding obligations of the Company enforceable in accordance with their terms, except (x) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally and (y) as such enforcement may be limited by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity; and (vi) the issuance of the Notes in exchange for Series A Exchangeable Preferred Stock pursuant to the Series A Certificate of Designation and the Indenture will not (x) result in a violation of any of the provisions of the certificate or articles of incorporation or by-laws (or similar organizational documents) of the Company or any of its subsidiaries or (y) result in a breach of any of the material terms or provisions of, or constitute a default (with or without due notice or lapse of time) under, any loan or credit agreement, indenture, deed of trust, mortgage, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is or may be bound, except for any such conflict, violation, breach or default which would not have undertaken with a Material Adverse Effect (as defined below) or (z) result in the Organization; Company being an "investment company" under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. The respective forms of the Indenture and the Notes filed as exhibits to the Registration Statement conform in all material respects, and, if and when executed by the Company, the Indenture and the Notes so executed will conform in all material respects, to the respective descriptions thereof contained in the Prospectus.
(ek) Not to hold itself out as agent or principal The Company will use the net proceeds received by it from the sale of the LESO Preferred Stock in any correspondence or other dealings relating to the provision manner specified in the Prospectus under the caption "Use of Services via the Space SegmentProceeds.
12.2 The Company may engage in Generic Marketing to support and promote the Company’s brand and may work in conjunction with the LESO on joint marketing activities.
12.3 The Company may also engage in Direct Marketing to individuals or entities provided that:"
(al) To the Company shall extent the same has not contact MES users in the ESAS database for the purposes of conducting such Direct Marketing (the Company shall be free to conduct Direct Marketing from other available sources of information);
(b) the Company shall notify all LES Operators providing a particular Service in advance of any Direct Marketing being carried out in relation to that Service and shall provide to all such LES Operators full details of the proposed Direct Marketing;
(c) the LES Operators providing that Service shall have 10 Business Days from already been covered through due diligence investigations performed by you or on your behalf through the date the notification is sent by the Company within which to comment on the Direct Marketing proposal and in the absence of any objections within that time period from such LES Operatorshereof, the Company shall be free cooperate with your reasonable additional due diligence investigations to proceed with verify the Direct Marketing;accuracy and completeness of the disclosure contained in the Registration Statement, any post-effective amendment to the Registration Statement, the Prospectus and the other Rights Offering Materials (as amended or supplemented), and the accuracy and completeness of any of the representations, warranties or statements of the Company, or the fulfillment of any of the conditions herein contained.
(dm) If any LES Operator providing As soon as practicable, but not later than the Service has objections to the Direct Marketing proposal, it shall notify the Company within the time period, giving full details of its objections and the rationale for such objections. The Company shall take any objections raised by such a LESO into consideration and shall respond to such objections within 5 Business Days of receipt. If the outstanding objections are resolvedAvailability Date (as defined below), the Company shall be free will make generally available to proceed with its security holders an earnings statement that will satisfy the Direct Marketing.
(e) If outstanding objections are not resolved, the LESO may propose an alternative solution. If the LESO does not present a satisfactory solution or alternative recommendation, the Company may proceed with the Direct Marketing where at least one LESO that provides that particular Service consents to the Direct Marketing.provisions of 5
Appears in 1 contract
Sources: Dealer Manager Agreement (Laboratory Corp of America Holdings)