Filing of Registration Statement. (i) The Company shall prepare, and, as soon as practicable, but no later than 30 days following the Closing Date (the “Initial Filing Date”), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, but in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration Statement, in each case, unless the Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Registrable Securities have been sold by the Investor pursuant to the Registration Statement or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder. (ii) At least ten (10) Business Days prior to the filing of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement. (iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement or any supplement or amendment thereto (except for reports and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) and on any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment has been filed with respect to the Registration Statement (other than an annual report on Form 10-K), (B) of any correspondence from the SEC with respect to the Registration Statement (and provide to the Investor copies of any written correspondence), (C) when the SEC has informed the Company that it will not review, or has completed its review of, the Registration Statement or any supplement or amendment thereto, (D) when the Registration Statement or any post-effective amendment has become effective and (E) of any request by the SEC for amendments or supplements to the Registration Statement. In no event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor. (iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement or (ii) the happening of an event as a result of which the prospectus and the Registration Statement, as then in effect, include 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, in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable efforts to obtain the withdrawal of such stop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investor. (v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Filing of Registration Statement. (ia) As soon as reasonably practicable after the Closing Date, the Company shall prepare and cause to be filed with the SEC pursuant to Rule 415 under the Securities Act a Registration Statement on the appropriate form, covering the sale of all of the Registrable Securities, subject to the Rule 415 Limitation and based on the number of Registrable Securities issued or issuable at the time of the filing of the Registration Statement (the “Shelf Registration”). The Company shall prepare, and, use its best efforts to cause any such Registration Statement to be declared effective by the SEC as soon as practicable, but reasonably practicable and no later than 30 days following March 28, 2008. To the Closing Date (extent necessary to ensure that the “Initial Filing Date”Registration Statement is available for sales of Registrable Securities by the Holders thereof entitled to the benefit of this Section 2(a), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and Company shall use its reasonable best efforts to have the keep any Registration Statement declared effective required by this Section 2(a) continuously effective, supplemented, amended and current as soon as practicablerequired by and subject to the provisions of Section 2(a) hereof and in conformity with the requirements of this Agreement, but in no event later than the earlier Securities Act and the rules and regulations of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified promulgated thereunder from time to time (including (A) preparing and filing with the Company that it will not review, or has completed its review of, the Registration Statement, in each case, unless the Investor agrees in writing to extend SEC such deadline, amendments and to have the Registration Statement remain continuously post-effective until the earlier of (i) such time as all of the Registrable Securities have been sold by the Investor pursuant amendments to the Registration Statement or Rule 144 and as may be necessary to keep such Registration Statement effective; (iiB) all of cause the Registrable Securities are eligible Prospectus to be sold supplemented by the Investor any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 144 without limitation424 under the Securities Act, restriction or condition and complying fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (including any current public information requirementC) thereunder.
(ii) At least ten (10) Business Days prior to comply with the filing provisions of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor Securities Act with respect to the disposition of all securities covered by such Registration Statement. It shall ), until the date when all Registrable Securities covered by the Registration Statement (i) have been sold pursuant thereto or (ii) may be a condition precedent sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the obligations Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders, whichever may occur first.
(b) No Holder may include any of the Company to complete the registration its Registrable Securities in any Registration Statement pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish unless and until such Holder furnishes in writing to the Company within 10 business days of a request therefor, such information as is requested by the Company regarding the Investorsuch Holder, the Registrable Securities held by the Investor such Holder and the intended method of disposition of the Registrable Securities held by the Investorsuch Holder, as shall be reasonably required (but in no event shall such information provided be less than the information required by Regulation S-K and other applicable SEC rules, regulations and interpretations) to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents Securities. Each selling Holder agrees to promptly furnish (but in connection with such registration as no event more than 5 business days following the Company may reasonably request and provide such Company’s request) additional information and documents required to be disclosed in order to make the information previously furnished to the Company at least five (5) Business Days prior by such Holder not materially misleading. The Company shall not have any obligation to include in a Registration Statement Registrable Securities held by a Holder that does not furnish the filing of information requested by the Registration StatementCompany pursuant to this Section 2(b).
(iiic) The Company shall provide the Investor and be deemed not to have used its legal counsel an opportunity, not less than two (2) Business Days, reasonable best efforts to review and comment on keep the Registration Statement or effective during the requisite period if it voluntarily takes any supplement or amendment thereto (except for reports and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) and on any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment has been filed with respect to the Registration Statement (other than an annual report on Form 10-K), (B) of any correspondence from the SEC with respect to the Registration Statement (and provide to the Investor copies of any written correspondence), (C) when the SEC has informed the Company action that it will not review, or has completed its review of, the Registration Statement or any supplement or amendment thereto, (D) when the Registration Statement or any post-effective amendment has become effective and (E) of any request by the SEC for amendments or supplements to the Registration Statement. In no event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement or (ii) the happening of an event as a would result of which the prospectus and the Registration Statement, as then in effect, include 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, in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue its disposition Holders of Registrable Securities pursuant covered thereby not being able to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall offer and sell such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable efforts to obtain the withdrawal of such stop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investor.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities during that period, unless such action is required by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Actapplicable law or this Agreement.
Appears in 1 contract
Sources: Equity Registration Rights Agreement (Sinoenergy CORP)
Filing of Registration Statement. On or prior to the date 30 days after the Closing Date, prepare and file with the Commission a Shelf Registration Statement relating to the registration on Form S-1 or Form S-3, if the use of such form is then available and as determined by the Company, for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof and shall include all financial statements required to be included or incorporated by reference therein. The Company shall take such action as may be reasonably necessary so that (i) The Company shall prepare, and, as soon as practicable, but no later than 30 days following the Closing Date (the “Initial Filing Date”), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Shelf Registration Statement declared effective as soon as practicable, but in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration Statement, in each case, unless the Investor agrees in writing to extend such deadline, any amendment thereto and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Registrable Securities have been sold by the Investor pursuant to the Registration Statement or Rule 144 any Prospectus forming a part thereof and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder.
(ii) At least ten (10) Business Days prior to the filing of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement or any supplement or amendment thereto complies in all material respects with the Act and the rules and regulations thereunder, (except for reports ii) the Shelf Registration and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) and on any written responses to written correspondence from the SEC amendment thereto (in either case, other than with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment has been filed with respect Requisite Information furnished to the Registration Statement (other than an annual report Company by or on Form 10-K), (B) behalf of any correspondence from the SEC with respect to the Registration Statement (and provide to the Investor copies of any written correspondence), (CHolder specifically for inclusion therein) when the SEC has informed the Company that it will does not review, or has completed its review of, the Registration Statement or any supplement or amendment thereto, (D) when the Registration Statement or any post-effective amendment has become effective and (E) of any request by the SEC for amendments or supplements to the Registration Statement. In no event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement or (ii) the happening of an event as a result of which the prospectus and the Registration Statement, as then in effect, include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make any statement therein not misleading and (iii) the Prospectus and any supplement thereto (in either case, other than with respect to such Requisite Information from Holders), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, . The Company agrees to cooperate and assist in any filings required to be made with the Investor will immediately discontinue NASD and use its best efforts to cause such Shelf Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders to consummate the disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any materialProspectus, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i)amendments or supplements thereto, the Company shall use commercially reasonable efforts will furnish to obtain the withdrawal of such stop order or suspension at Initial Purchasers, each Holder who may have requested the earliest possible time. With respect to clause (iisame in writing and the Underwriter(s), if any, copies of all such documents proposed to be filed (except that the Company shall promptly prepare not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Holder or Underwriter in writing), and the Company will not file with the SEC a supplement any Shelf Registration Statement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investor.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all thereto or any Prospectus or any supplement thereto to which (i) the Initial Purchasers or the Underwriter(s), if any, shall reasonably object or (ii) if there are no Underwriters, the Initial Purchasers or the Holders of a majority of the Registrable outstanding Transfer Restricted Securities by shall reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the Investor, including aggregate principal amount of Notes converted into such Common Stock for purposes of satisfying such calculation), in each such case within five Business Days after the receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed contains any prospectus delivery requirements untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the 1933 Actstatements therein not misleading which misstatement or omission is specifically identified to the Company in writing within such five Business Days.
Appears in 1 contract
Sources: Registration Rights Agreement (Atrix Laboratories Inc)
Filing of Registration Statement. (ia) The Company has filed or shall prepare, and, as soon as practicable, but no later than 30 days following expeditiously file with the Closing Date (the “Initial Filing Date”), file Commission a registration statement on Form S-3 (or if Form S-3 is not available to register covering the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) Shares from time to register the Shares for resale (the “Registrable Securities”), time by UBS and shall use its reasonable best efforts to have the Registration Statement declared effective such affiliated entities as soon UBS may designate on securities exchanges or over-the-counter market or in such other lawful manner as practicable, but in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration StatementUBS may specify, in each case, unless the Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Registrable Securities have been sold a form previously reviewed by the Investor pursuant to the Registration Statement or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunderUBS.
(iib) At least ten (10) Business Days prior to the filing of the Registration StatementIf such registration statement has not yet become effective, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect use its best efforts to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with cause such registration as statement to become effective no later than the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) Initial Date. The Company shall provide (i) use its best efforts to cause such registration statement to remain in effect from its effective date until the Investor and its legal counsel an opportunitydate on which the Company receives written notice from UBS that all of the Shares have been resold (the "Effective Period"), not less than two (2ii) Business Days, to review and comment on inform UBS promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise UBS promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish UBS with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment thereto or any supplement to the Prospectus (except for other than any such amendment or supplement resulting from the filing of reports and filings or statements under the Exchange Act which are incorporated by reference into in the Prospectus) after the effective date thereof to which UBS reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Period, advise UBS, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement pursuant has been filed or becomes effective or any supplement to the requirements of such Registration Statement) and on Prospectus or any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment amended Prospectus has been filed with respect to the Registration Statement (other than an annual report on Form 10-K)Commission, (B) of the issuance by the Commission of any correspondence from stop order or of any order preventing or suspending the SEC with respect use of any prospectus relating to the Registration Statement (and provide to the Investor copies of any written correspondence)Shares, (C) when of the SEC has informed suspension of the Company that it will not review, qualification of the Shares for offering or has completed its review of, the Registration Statement or sale in any supplement or amendment theretojurisdiction, (D) when of the Registration Statement initiation or threatening of any post-effective amendment has become effective and proceeding for any such purpose, or (E) of any request by the SEC Commission for amendments the amending or supplements to supplementing of the Registration Statement. In no Statement or the Prospectus or for additional information, and (vi) in the event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any such stop order or other suspension of effectiveness with respect any such order preventing or suspending the use of any prospectus relating to the Registration Statement Shares or (ii) the happening of an event as a result of which the prospectus and the Registration Statementsuspending any such qualification, as then in effect, include 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, in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue use promptly its disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable best efforts to obtain the withdrawal of such stop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investororder.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Cypress Semiconductor Corp /De/)
Filing of Registration Statement. (a) The Company has filed or shall -------------------------------- expeditiously file with the Commission a registration statement, covering the resale of the Shares from time to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (i) The Company shall prepare, and, as soon as practicable, but no later than 30 days following the Closing Date (the “Initial Filing Date”), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, but cause such registration statement to remain in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration Statement, in each case, unless the Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective effect until the earlier of (i) such time as the Termination Date or the date on which the Company receives written notice from SBC that all of the Registrable Securities Shares have been sold resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, (determined in the Company's sole and absolute discretion) make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the prospectus), after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Investor Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder.
(ii) At least ten (10) Business Days prior to the filing of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement becomes effective or any supplement or amendment thereto (except for reports and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) and on Prospectus or any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment amended Prospectus has been filed with respect to the Registration Statement (other than an annual report on Form 10-K)Commission, (B) of the issuance by the Commission of any correspondence from stop order or of any order preventing or suspending the SEC with respect use of any prospectus relating to the Registration Statement (and provide to the Investor copies of any written correspondence)Shares, (C) when of the SEC has informed suspension of the Company that it will not review, qualification of the Shares for offering or has completed its review of, the Registration Statement or sale in any supplement or amendment theretojurisdiction, (D) when of the Registration Statement initiation or threatening of any post-effective amendment has become effective and proceeding for any such purpose, or (E) of any request by the SEC Commission for amendments the amending or supplements to supplementing of the Registration Statement. In no Statement or the Prospectus or for additional information, and (vi) in the event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any such stop order or other suspension of effectiveness with respect any such order preventing or suspending the use of any prospectus relating to the Registration Statement Shares or (ii) the happening of an event as a result of which the prospectus and the Registration Statementsuspending any such qualification, as then in effect, include 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, in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue use promptly its disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable best efforts to obtain the withdrawal of such stop order or suspension at the earliest possible timeorder. With respect to clause (ii), the The Company shall promptly prepare and file with the SEC a supplement or amendment to not include in the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to any securities other than the InvestorShares.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Filing of Registration Statement. (i) The Company shall prepare, and, (a) as soon promptly as practicable, reasonably practicable (but in any event no later than 30 days following one Business Day after the Closing Date date hereof), file the Registration Statement on Form S-3 relating to the Rights, Units, Notes, Unit Warrants, and Class A Common Stock underlying the Unit Warrants, including all exhibits and financial statements required by the SEC to be filed therewith (including but not limited to the indenture in respect of the Notes in the form attached hereto as Exhibit E (the “Initial Filing DateNote Indenture”), file a registration statement on Form S-3 (or if Form S-3 is not available to register ) and the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale warrant agreement in respect of the Shares) Unit Warrants in the form attached hereto as Exhibit F (the “Registration Statement”) to register the Shares for resale (the “Registrable SecuritiesUnit Warrant Agreement”)), (b) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and shall provide copies of such comments to TWX promptly upon receipt, (c) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use its commercially reasonable best efforts to have the Registration Statement declared effective by the SEC and thereafter commence the Rights Offering as soon promptly as reasonably practicable, and in any event within eight Business Days following the date of such effectiveness, (e) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment to the Registration Statement and distribute to the Company shareholders as of the Record Date any supplement or amendment to the Prospectus if any event shall occur which requires such action at any time prior to the closing of the Rights Offering, (f) as promptly as reasonably practicable (but in any event no event later than March 10, 2014) prepare and file with the earlier SEC the information required by Part III of Form 10-K to the extent such information is not included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC on February 28, 2014, and (g) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Rights Offering. Prior to the filing by the Company with the SEC of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, any amendment or has completed its review of, the Registration Statement, in each case, unless the Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Registrable Securities have been sold by the Investor pursuant supplement to the Registration Statement or Rule 144 and the Prospectus or (ii) all of the Registrable Securities any free writing prospectus or other documents that are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder.
(ii) At least ten (10) Business Days prior to the filing of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement or any supplement or amendment thereto (except for reports and filings incorporated by reference into the Registration Statement pursuant or the Prospectus or that reference TWX or any of its Affiliates, and until such time as the Rights Offering is closed, abandoned or terminated, the Company shall provide TWX a reasonable opportunity to review and approve any document to be so filed, provided that TWX will respond as promptly as reasonably practicable and, in any event, reasonably in advance of any applicable deadline for such filing in order to allow the Company to meet such deadline for such filing; provided, further, however, that any such documents that (A) do not relate to any of the transactions contemplated hereby and (B) do not reference TWX or any of its Affiliates unless references to TWX or any of its Affiliates are consistent with the Company’s prior disclosures contained in its Company Reports and do not relate to any of the transactions contemplated hereby, shall not be subject to the requirements approval of such Registration Statement) and on any written responses to written correspondence from the SEC with respect to the Registration StatementTWX. The Company shall also advise TWX, promptly notify after it receives notice thereof, of the Investor (A) when a prospectus, prospectus supplement or post-effective amendment has been filed with respect to the Registration Statement (other than an annual report on Form 10-K), (B) of any correspondence from the SEC with respect to the Registration Statement (and provide to the Investor copies of any written correspondence), (C) when the SEC has informed the Company that it will not review, or has completed its review of, the Registration Statement or any supplement or amendment thereto, (D) time when the Registration Statement or any post-effective amendment has become effective and (E) or any amendment or supplement has been filed, of the issuance of any stop order, or any request by the SEC for amendments or supplements to amendment of the Registration StatementStatement or comments thereon and responses thereto or requests by the SEC for additional information. In no event shall the Company be permitted to name the Investor as an “underwriter” without Without the prior written consent of the Investor.
(iv) The Investor agrees thatTW BV, upon receipt of any notice from the Company of shall not (iw) the issuance of any stop order on or other suspension of effectiveness with respect prior to the Registration Statement Initial Term Loan Maturity Date, terminate the Rights Offering, (x) extend the period during which the Rights Offering may be accepted, (y) waive any condition to the closing of the Rights Offering, or (iiz) close the happening of an event as a result of which the prospectus and Rights Offering on terms other than those set forth in the Registration Statement, as then the same may be amended in effect, include an untrue statement accordance with the terms hereof. It shall be a condition to closing the Rights Offering that the Requisite Vote shall have been obtained and the transactions contemplated by the Backstop Agreement shall have been consummated contemporaneously on the fifth Business Day following the expiration of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, Subscription Period (as defined in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (iBackstop Agreement), the Company shall use commercially reasonable efforts to obtain the withdrawal of such stop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investor.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Filing of Registration Statement. On or prior to the date 60 days after the Closing Date, prepare and file with the Commission a Shelf Registration Statement relating to the registration on Form S-1 or Form S-3, if the use of such form is then available and as determined by the Company, for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof and shall include all financial statements required to be included or incorporated by reference therein. The Company shall take such action as may be reasonably necessary so that (i) The Company shall prepare, and, as soon as practicable, but no later than 30 days following the Closing Date (the “Initial Filing Date”), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Shelf Registration Statement declared effective as soon as practicable, but in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration Statement, in each case, unless the Investor agrees in writing to extend such deadline, any amendment thereto and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Registrable Securities have been sold by the Investor pursuant to the Registration Statement or Rule 144 any Prospectus forming a part thereof and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder.
(ii) At least ten (10) Business Days prior to the filing of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement or any supplement or amendment thereto (except for reports complies in all material respects with the Act and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) rules and on any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectusregulations thereunder, prospectus supplement or post-effective amendment has been filed with respect to the Registration Statement (other than an annual report on Form 10-K), (B) of any correspondence from the SEC with respect to the Registration Statement (and provide to the Investor copies of any written correspondence), (C) when the SEC has informed the Company that it will not review, or has completed its review of, the Registration Statement or any supplement or amendment thereto, (D) when the Registration Statement or any post-effective amendment has become effective and (E) of any request by the SEC for amendments or supplements to the Registration Statement. In no event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement or (ii) the happening Shelf Registration and any amendment thereto (in either case, other than with respect to written information furnished to the Company by or on behalf of an event as a result of which the prospectus and the Registration Statement, as then in effect, include any Holder specifically for inclusion therein) 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 any statement therein not misleading and (iii) the Prospectus and any supplement thereto (in either case, other than with respect to such information from Holders), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, . The Company agrees to cooperate and assist in any filings required to be made with the Investor will immediately discontinue NASD and use its reasonable best efforts to cause such Shelf Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Selling Holders to consummate the disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any materialProspectus, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i)amendments or supplements thereto, the Company shall use commercially reasonable efforts will furnish to obtain the withdrawal of such stop order or suspension at Initial Purchasers, each Selling Holder who may have requested the earliest possible time. With respect to clause (iisame in writing and the Underwriter(s), if any, copies of all such documents proposed to be filed (except that the Company shall promptly prepare not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Selling Holder or Underwriter in writing), and the Company will not file with the SEC a supplement any Shelf Registration Statement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investor.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all thereto or any Prospectus or any supplement thereto to which (i) the Initial Purchasers or the Underwriter(s), if any, shall reasonably object or (ii) if there are no Underwriters, the Initial Purchasers or the Holders of a majority of the Registrable outstanding Transfer Restricted Securities by shall reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the Investor, including aggregate principal amount of Notes converted into such Common Stock for purposes of satisfying such calculation), in each such case within five business days after the receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed contains any prospectus delivery requirements untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the 1933 Actstatements therein not misleading which misstatement or omission is specifically identified to the Company in writing within such five business days.
Appears in 1 contract
Filing of Registration Statement. (i1) The Promptly following the Closing Date, but in any event within sixty (60) days thereof, at Parent's cost and expense, Parent will (A) file with the SEC a registration statement (the "Registration Statement") on any appropriate form under the Securities Act with respect to the offering and sale or other disposition of 7,126,547 Parent Shares (the "Registrable Shares") on behalf of the Company Shareholders and (B) make all required filings with the NASD. Parent shall prepareuse its best efforts to cause the Registration Statement to be declared effective as soon as reasonably practicable. Upon the Registration Statement going effective, andthe Registrable Shares will be referred to as the "Registered Shares".
(2) Parent agrees that it will (A) prepare and promptly file with the SEC any amendments or supplements to the Registration Statement or prospectus which may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the offer of the Registered Shares covered by the Registration Statement for a period of twelve (12) months from the effective date of the Registration Statement; (B) furnish to each Founding Shareholder, as soon as practicable, but no later than 30 days following copies of each final prospectus, or supplement or amendment required to be prepared with respect thereto, all in such quantities as they may from time to time reasonably request; (C) prepare and promptly file with the Closing Date (the “Initial Filing Date”)SEC, file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale and promptly notify each Founding Shareholder of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, but in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review filing of, the Registration Statement, in each case, unless the Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Registrable Securities have been sold by the Investor pursuant amendment or supplement to the Registration Statement or Rule 144 prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a prospectus relating to the Registered Shares is required to be delivered under the Securities Act, any event with respect to Parent shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (D) in case the Company Shareholders are required to deliver a prospectus, prepare promptly such amendment or amendments to the Registration Statement and (iisuch prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) all of the Registrable Securities are eligible to be sold Act; (E) advise each Founding Shareholder promptly after Parent shall receive notice or obtain knowledge of the issuance of any stop order by the Investor pursuant SEC suspending the effectiveness of the Registration Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose, and promptly use every reasonable effort to Rule 144 without limitationprevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (F) use its best efforts, restriction if required, to list or condition (including secure the designation of the Registered Shares on any current public information requirement) thereunder.
(ii) At least ten (10) Business Days prior to securities exchange or over-the-counter market on which equity securities of Parent are then listed or designated and provide for a transfer agent and registrar for such Registered Shares no later than the filing effective date of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect ; and (G) use its best efforts to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required take all other steps necessary to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration StatementRegistered Shares contemplated hereby.
(iii3) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement or any supplement or amendment thereto (except for reports and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) and on any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment has been filed with respect to the Registration Statement (other than an annual report on Form 10-K), (B) of any correspondence from the SEC with respect to the Registration Statement (and provide to the Investor copies of any written correspondence), (C) when the SEC has informed the Company that it will not review, or has completed its review of, the Registration Statement or any supplement or amendment thereto, (D) when the Registration Statement or any post-effective amendment has become effective and (E) of any request by the SEC for amendments or supplements to the Registration Statement. In no event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees Founding Shareholders agree that, upon receipt of any notice from the Company Parent of (i) the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement or (ii) the happening of an any event as a result of which the prospectus and the Registration Statement, as then in effect, include 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, in the light of the circumstances under which they were made, not misleadingkind described in clause (2)(E) of this Section 9(c), the Investor will immediately Founding Shareholders shall instruct each Company Shareholder to forthwith discontinue its the disposition of Registrable Securities pursuant to the Registration Statement Registered Shares until the Investor’s receipt of Founding Shareholders have received copies of the supplemented or amended prospectus contemplated by clause (2)(E), or Registration Statement until the Founding Shareholders are advised in writing by Parent that the use of the prospectus may be resumed, and have received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by Parent, the Founding Shareholders shall instruct the Company Shareholders to deliver to Parent all copies, other than permanent file copies, then in the Company Shareholders' possession of the prospectus covering the Registered Shares current at the time of receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable efforts to obtain the withdrawal of such stop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investornotice.
(v4) The Company If Parent takes any action to permit a public offering or sale or other distribution of the Registered Shares, the Founding Shareholders shall furnish information to Parent concerning the Investor such number Company Shareholders' holdings of copies securities of prospectuses Parent and such other documents as the Investor may reasonably request, in order to facilitate the public proposed method of sale or other disposition of the Parent Shares and such other information and undertakings as Parent may from time to time reasonably request in writing and as shall be required in connection with the preparation and filing of any registration statement and any amendments thereto covering all or any part of the Registrable Registered Shares in order to assist Parent in complying with the Securities by Act and the InvestorExchange Act. The Founding Shareholders further agree, including as agent for purposes all of satisfying any prospectus delivery the Company Shareholders, to enter into such undertakings and take such other action relating to the conduct of the proposed offering which Parent may reasonably request as being necessary to assist Parent in complying with the federal and state securities laws and the rules or other requirements of the 1933 NASD or otherwise to effectuate the offering.
(5) Parent shall pay all expenses incident to Parent's performance of or compliance with Section 9(c), including, without limitation, all registration, filing and NASD fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for Parent, the Company, the Company Shareholders and of Parent's independent public accountants. With respect to sales of the Registered Shares, the Company Shareholders shall pay all underwriting discounts and commissions and fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registered Shares, and transfer taxes, if any.
(6) Parent will file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Parent is not required to file such reports, will, upon the request of the Founding Shareholders, make publicly available, at Parent's own cost and expense, other information for a period of up to four (4) months) and will take such further action as the Founding Shareholders may reasonably request, all to the extent required from time to time to enable the Company Shareholders to sell the Registered Shares without registration under the Securities Act, within the limitation of exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation adopted by the SEC providing for an exemption from registration under the Securities Act for such sales. Upon the request of any Founding Shareholder, Parent will deliver to such Founding Shareholder a written statement as to whether it has complied with all such requirements.
Appears in 1 contract
Sources: Merger Agreement (NCT Group Inc)
Filing of Registration Statement. (a) The Company has filed or shall expeditiously file with the Commission a registration statement, covering the resale of the Shares from time to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Maturity Date. The Company shall (i) The Company shall prepare, and, as soon as practicable, but no later than 30 days following the Closing Date (the “Initial Filing Date”), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, but cause such registration statement to remain in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration Statement, in each case, unless the Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective effect until the earlier of (i) such time as the Termination Date or the date on which the Company receives written notice from SBC that all of the Registrable Securities Shares have been sold resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Investor Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder.
(ii) At least ten (10) Business Days prior to the filing of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement becomes effective or any supplement or amendment thereto (except for reports and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) and on Prospectus or any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment amended Prospectus has been filed with respect to the Registration Statement (other than an annual report on Form 10-K)Commission, (B) of the issuance by the Commission of any correspondence from stop order or of any order preventing or suspending the SEC with respect use of any prospectus relating to the Registration Statement (and provide to the Investor copies of any written correspondence)Shares, (C) when of the SEC has informed suspension of the Company that it will not review, qualification of the Shares for offering or has completed its review of, the Registration Statement or sale in any supplement or amendment theretojurisdiction, (D) when of the Registration Statement initiation or threatening of any post-effective amendment has become effective and proceeding for any such purpose, or (E) of any request by the SEC Commission for amendments the amending or supplements to supplementing of the Registration Statement. In no Statement or the Prospectus or for additional information, and (vi) in the event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any such stop order or other suspension of effectiveness with respect any such order preventing or suspending the use of any prospectus relating to the Registration Statement Shares or (ii) the happening of an event as a result of which the prospectus and the Registration Statementsuspending any such qualification, as then in effect, include 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, in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue use promptly its disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable best efforts to obtain the withdrawal of such stop order or suspension at the earliest possible timeorder. With respect to clause (ii), the The Company shall promptly prepare and file with the SEC a supplement or amendment to not include in the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to any securities other than the InvestorShares.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Interneuron Pharmaceuticals Inc)
Filing of Registration Statement. Subject to the conditions set forth in this Agreement, the Company shall file a Registration Statement:
(i) The Company with respect to Conversion Shares issuable upon exchange for UDR Units redeemable in accordance with Section 3.1(b)(ii), not later than 14 days after the first anniversary of the date of original issue of the Securities,
(ii) with respect to the Conversion Shares issuable upon conversion of the Preferred Shares, not later than 14 days after the earlier of (A) the first anniversary of the date of original issue of the Securities or (B) the occurrence of a Standstill Termination Event,
(iii) with respect to the Conversion Shares issuable upon exchange for UDR Units other than those, if any, with respect to which a Registration Statement has been filed (and continues to be effective) pursuant to (i) above, not later than 14 days after the earlier of (A) expiration of the Lock-up Period or (B) termination of the restrictions in Section 3.1(b)(i) and 3.1(b)(ii),
(iv) with respect to Conversion Shares issuable on conversion of Preferred Shares pledged pursuant to Section3.1(e) other than such Conversion Shares, if any, with respect to which a Registration Statement has been filed (and continues to be effective) pursuant to (ii) above, promptly after receipt of notice from the pledgee of a foreclosure on or private sale of such Conversion Shares pursuant to such pledge, and (v) with respect to Conversion Shares issuable upon exchange of UDR Units pledged pursuant to Section3.1(f) other than such Conversion Shares, if any, with respect to which a Registration Statement has been filed (and continues to be effective) pursuant to (i) above, promptly after receipt of notice from the pledgee of a foreclosure on or private sale of such Conversion Shares pursuant to such pledge, and shall prepare, and, cause such Registration Statement to be declared effective by the SEC as soon as practicable, but no later than 30 days following the Closing Date (the “Initial Filing Date”), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, practicable but in no event later than the earlier of (i) sixty (60) Business Days 60 days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the filing. The Company that it will not review, or has completed its review of, agrees to use reasonable efforts to keep the Registration Statement, after its date of effectiveness, continuously effective in each caseaccordance with Section 4.1(c). The Company will include in any Registration Statement relating to Conversion Shares issued to a Transaction Party Affiliate the disclosures necessary to enable such Transaction Party Affiliate to reoffer such Conversion Shares in compliance with the Securities Act by delivery of the Prospectus included therein, unless such use of such Registration Statement is prohibited by any rule or regulation (including staff interpretation) of the Investor agrees SEC, in writing which case the Company shall file simultaneously with such Registration Statement a separate Registration Statement relating to extend the reoffer of such deadlineConversion Shares by such Transaction Party Affiliate (a "Reoffer Registration Statement"), shall cause such Reoffer Registration Statement to be declared effective by the SEC as soon as practicable but in no event later than 60 days after filing, and shall use reasonable efforts to have the Registration Statement remain continuously effective until the earlier of (i) keep such time as all of the Registrable Securities have been sold by the Investor pursuant to the Registration Statement or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder.
(ii) At least ten (10) Business Days prior to the filing of the Reoffer Registration Statement, after its date of effectiveness, continuously effective in accordance with Section 4.1(c). The term "Reoffer Registration Statement" shall include any Registration Statement applicable to both the Company shall notify issuance of Conversion Shares and the Investor in writing reoffer of such Conversion Shares by a Transaction Party Affiliate. In the event that under any rule or regulation (including staff interpretation) of the informationSEC, if any, the Company requires from the Investor with respect to the a Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration Statement filed pursuant to this Agreement with respect Section 4.1(a) may not be used to register Conversion Shares for purposes of distribution of such Conversion Shares to any Holder and/or any First-Tier Transferee, such Registration Statement shall relate to the Registrable Securities that the Investor reoffer of such Conversion Shares by such Holder and/or such First-Tier Transferee, such Registration Statement shall furnish to the Company such information regarding the Investorbe deemed a Reoffer Registration Statement for purposes of this Article IV, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as Holder and /or each such First-Tier Transferee shall be reasonably required to effect and maintain the effectiveness of the registration of deemed a Transaction Party Affiliate for such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (2) Business Days, to review and comment on the Registration Statement or any supplement or amendment thereto (except for reports and filings incorporated by reference into the Registration Statement pursuant to the requirements of such Registration Statement) and on any written responses to written correspondence from the SEC with respect to the Registration Statementpurposes. The Company shall also promptly notify not be deemed to be in breach of this Section 4.1(a) if the Investor SEC refuses to accept or make effective a Reoffer Registration Statement filed pursuant to (Aii) when a prospectus, prospectus supplement or post-effective amendment has been filed with respect above because the Conversion Shares to which such Registration Statement relates are subject to the restrictions in Section 3.1(a)(1), provided the Company refiles such Reoffer Registration Statement (other than an annual report on Form 10-K), (B) of any correspondence from the SEC with respect to the promptly after such restrictions terminate and causes such Reoffer Registration Statement (and provide to the Investor copies of any written correspondence), (C) when the SEC has informed the Company that it will not review, or has completed its review of, the Registration Statement or any supplement or amendment thereto, (D) when the Registration Statement or any post-be declared effective amendment has become effective and (E) of any request by the SEC for amendments or supplements to the Registration Statement. In as soon as practicable but in no event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investorlater than 60 days after refiling.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement or (ii) the happening of an event as a result of which the prospectus and the Registration Statement, as then in effect, include 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, in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable efforts to obtain the withdrawal of such stop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investor.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Sources: Investment Agreement (Lazard Freres Real Estate Investors LLC)
Filing of Registration Statement. (ia) The Company has filed or shall prepare, and, as soon as practicable, but no later than 30 days following expeditiously file with the Closing Date (the “Initial Filing Date”), file Commission a registration statement on Form S-3 (or if Form S-3 is not available to register covering the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) Shares from time to register the Shares for resale (the “Registrable Securities”), time by DBSI and shall use its reasonable best efforts to have the Registration Statement declared effective such affiliated entities as soon DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as practicable, but in no event later than the earlier of (i) sixty (60) Business Days after the Initial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration StatementDBSI may specify, in each case, unless the Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Registrable Securities have been sold a form previously reviewed by the Investor pursuant to the Registration Statement or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by the Investor pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunderDBSI.
(iib) At least ten (10) Business Days prior to the filing of the Registration StatementIf such registration statement has not yet become effective, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect use its best efforts to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with cause such registration as statement to become effective no later than the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) Initial Date. The Company shall provide (i) use its best efforts to cause such registration statement to remain in effect from its effective date until the Investor and its legal counsel an opportunitydate on which the Company receives written notice from DBSI that all of the Shares have been resold (the "Effective Period"), not less than two (2ii) Business Days, to review and comment on inform DBSI promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise DBSI promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish DBSI with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment thereto or any supplement to the Prospectus (except for other than any such amendment or supplement resulting from the filing of reports and filings or statements under the Exchange Act which are incorporated by reference into in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement pursuant has been filed or becomes effective or any supplement to the requirements of such Registration Statement) and on Prospectus or any written responses to written correspondence from the SEC with respect to the Registration Statement. The Company shall also promptly notify the Investor (A) when a prospectus, prospectus supplement or post-effective amendment amended Prospectus has been filed with respect to the Registration Statement (other than an annual report on Form 10-K)Commission, (B) of the issuance by the Commission of any correspondence from stop order or of any order preventing or suspending the SEC with respect use of any prospectus relating to the Registration Statement (and provide to the Investor copies of any written correspondence)Shares, (C) when of the SEC has informed suspension of the Company that it will not review, qualification of the Shares for offering or has completed its review of, the Registration Statement or sale in any supplement or amendment theretojurisdiction, (D) when of the Registration Statement initiation or threatening of any post-effective amendment has become effective and proceeding for any such purpose, or (E) of any request by the SEC Commission for amendments the amending or supplements to supplementing of the Registration Statement. In no Statement or the Prospectus or for additional information, and (vi) in the event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any such stop order or other suspension of effectiveness with respect any such order preventing or suspending the use of any prospectus relating to the Registration Statement Shares or (ii) the happening of an event as a result of which the prospectus and the Registration Statementsuspending any such qualification, as then in effect, include 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, in the light of the circumstances under which they were made, not misleading, the Investor will immediately discontinue use promptly its disposition of Registrable Securities pursuant to the Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use commercially reasonable best efforts to obtain the withdrawal of such stop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investororder.
(v) The Company shall furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Cypress Semiconductor Corp /De/)