Registration Procedures and Expenses. The Company shall: (a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date file with the SEC a registration statement under the Securities Act on a form which is appropriate to register the re-sale of one-half of the Shares purchased by Purchaser hereunder; (b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date; (c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 below; (d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses; (e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and (f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cellnet Data Systems Inc)
Registration Procedures and Expenses. The Company shall:
(a) As promptly upon written notice from Purchaser delivered to as reasonably practicable following the final Closing, but in no event later than 30 days following the final Closing, the Company at any time after ten months from the Closing Date shall prepare and file (i) with the SEC a registration statement under the Securities Act on a form which is appropriate Form S-1 (or any successor to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;
(b) use its best effortsForm S-1), subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 below;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for covering the resale of the Registrable Securities (as defined below) (such registration statement, together with any registration statement for any Cut Back Shares (as defined below), the “Registration Statement”) and (ii) to the extent required for resale of the Registrable Securities in such states any state of the United States as may be reasonably requested of America by a Purchaser at the Purchaser; provided, however, that time of or after the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration effectiveness of the Shares on Registration Statement, a registration statement or other applicable document (each a “Blue Sky Registration”) allowing the Purchaser to resell the Registrable Securities in such Registration Statement and the satisfaction of state in accordance with the blue sky laws of such statesstate. Subject to Section 6.1(b), excluding underwriting discounts as soon as reasonably practicable after the initial filing of the Registration Statement with the SEC, but in no event later than 60 days following the initial filing of the Registration Statement with the SEC (90 days in the event of a full review of the Registration Statement by the SEC), the Company shall cause the Registration Statement and selling commissionseach Blue Sky Registration to become effective and effect any related qualification or compliance with respect to all Registrable Securities held by the Purchasers. For purposes of this Agreement, legal the term “Registrable Securities” shall mean (i) Shares and (ii) any Common Stock of the Company issued as (or accounting expenses issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any Shares. Subject to Section 6.1(b), if the Registration Statement or any Blue Sky Registration has not been declared effective by the applicable governmental authority on or before the date that is 60 days after the initial filing date of the Registration Statement with the SEC, or 90 days after the initial filing of the Registration Statement with the SEC in the event of a full review of the Registration Statement by the SEC (the “Required Effective Date”), the Company shall, on the business day immediately following the Required Effective Date and each 30th day thereafter, make a payment to the Purchasers as partial liquidated damages for such delay (together, the “Late Registration Payments”) equal to 1% of the Purchase Price paid for the Shares then owned by the Purchasers that have not been so registered until the Registration Statement and each Blue Sky Registration is declared effective by the applicable governmental authority. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Purchasers by wire transfer or check within five business days after the earlier of (i) the end of each 30 day period following the Required Effective Date or (ii) the effective date of the Registration Statement and each Blue Sky Registration. The Company and the Purchaser each acknowledge that the Late Registration Payments provided for in this Section 6.1(a) bear a reasonable relationship to the anticipated loss that would be suffered by the Purchaser for the Company’s failure to comply with the terms of this Section 6.1(a) and expenses required by law the actual loss the Purchaser would suffer for the Company’s failure to comply with the terms of this Section 6.1(a) is difficult to ascertain or incapable of estimation. If the Company fails to pay any liquidated damages pursuant to this section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be borne paid by Purchaserapplicable law) to the Purchasers, accruing daily from the date such liquidated damages are due until such amounts, plus all of which shall be borne by Purchasersuch interest thereon, are paid in full. “Business day” means any day except Saturday, Sunday and any day that is a federal legal holiday in the United States.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Location Based Technologies, Inc.)
Registration Procedures and Expenses. The Company shallshall as soon as possible after the date hereof:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date file with the SEC a an S-3 registration statement under the Securities Act (providing for shelf registration of the Common Stock under SEC Rule 415) on a form which is appropriate to register the re-sale of one-half all of the Shares purchased by Purchaser hereunderRegistrable Shares;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on the date one year from the Closing Datepracticable;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.9 below;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such which states of the United States as may be reasonably requested by the Purchaser; Purchaser provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) advise the Purchaser promptly:
(i) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto:
(ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(g) in connection with the filing of any document that is to be incorported by reference into the Registration Statement or the prospectus (after the initial filing) of the Registration Statement):
(i) use its best efforts to provide copies of such document to the Purchaser prior to such filing and in any event no later than concurrently with such filing; and
(ii) make the Company's representative available for discussion of such document;
(h) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and
(i) bear all expenses in connection with the procedures in paragraphs (a) through (eh) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding including NASD fees, listing fees, printing expenses, accountant's fees, and the reasonable fees and expenses of legal counsel to the Purchaser in connection with the procedures in paragraph (a) through (h) of this Section 7.2 and other than underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Cypros Pharmaceutical Corp)
Registration Procedures and Expenses. The Company If and whenever BCC is required to include the Registrable Shares held by the Shareholders in a registration statement under the Securities Act, as provided in SECTION 1.1 hereof, BCC shall, as expeditiously as is reasonably practicable, do each of the following:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC a registration statement with respect to the Registrable Shares held by the Shareholders and, subject to the limitations under the Securities Act on a form which is appropriate SECTION 1.1 hereof, use its best efforts to register the re-sale of one-half of the Shares purchased by Purchaser hereundercause such registration statement to become effective and remain effective as provided herein;
(b) use its best efforts, subject to receipt cooperate with the Shareholders and any underwriter who shall sell the Registrable Shares held by the Shareholders in connection with their review of necessary information from the Purchaser, to cause BCC made in connection with such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Dateregistration;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination the earlier to occur of the sale of all Registrable Shares by the Shareholders and the date 30 days following the first anniversary of the effectiveness of the registration statement, and to comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the disposition of the Registrable Shares covered by such obligation as provided in Section 7.8 belowregistration statement for such period;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) Shareholders such number of copies of prospectuses the prospectus forming a part of such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act Act, and such other documents as the Purchaser Shareholders may reasonably request, request in order to facilitate the public sale or other disposition of the Shares by the PurchaserRegistrable Shares; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;and
(e) file notify the Shareholders at any time when a prospectus relating to the Registrable Shares is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus forming a part of such documents registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of the Shareholders, prepare and furnish to the Shareholders a reasonable number of copies of any supplement to or any amendment of such prospectus that may be required necessary so that, as thereafter delivered to the purchasers of the Company for normal securities law clearance for Registrable Shares, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the resale statements therein not misleading in light of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchasercircumstances then existing.
Appears in 1 contract
Sources: Registration Rights Agreement (Billing Concepts Corp)
Registration Procedures and Expenses. The Company Borrower shall:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date file with the SEC a registration statement under the Securities Act on a form which is appropriate to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;
(b) use its best efforts, subject to receipt of necessary information from the PurchaserLender, prepare and file with the SEC as soon as practicable and in no event later than thirty (30) days following the Closing Date, a registration statement on Form SB-2 (the “Registration Statement”), to enable the resale of 100% of the Conversion Shares and 100% of the Warrant Shares, assuming that all of the Credit Facility is advanced and converted by the Lender, (collectively, the “Registrable Shares”) by the Lender from time to time on the OTCBB and use all reasonable best efforts to cause such the Registration Statement to become be declared effective as promptly as practicable but not possible after filing and, subject to Section 7.2(b) below, to remain continuously effective until the earlier than on of (i) the date one year from second (2nd) anniversary of the Closing Date, or (ii) such time as all Registrable Shares converted or exercised, as applicable, by the Lender pursuant to this Agreement have been sold thereunder or pursuant to Rule 144 under the Securities Act (the “Registration Period”). In the event that Form SB-2 is unavailable for such registration, the Borrower shall use such other form as is available for such a registration; provided, however, that the Borrower will promptly file a new Registration Statement on Form S- 3 covering the resale of the Registrable Shares in the event that such Form becomes available at any time while Registrable Shares are outstanding and have not yet been sold to the public;
(cb) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective at all times until termination the end of such obligation as provided in the Registration Period, subject to Section 7.8 7.2(b) below;
(dc) furnish to the Purchaser Lender with respect to the Registrable Shares registered on under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Lender may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the PurchaserLender;
(d) file documents required of the Borrower for normal blue sky clearance in states specified in writing by the Lender; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company Borrower shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdiction; andjurisdiction in which it is not now so qualified or has not so consented;
(e) use its reasonable best efforts to cause the Registration Statement to be filed no later than sixty (60) days following the Closing Date (the “Filing Deadline”) and declared effective on or prior to one hundred and twenty (120) days following the Closing Date (unless such Registration Statement is fully reviewed by the staff of the SEC in which case such one hundred and twenty (120) day period shall be extended to one hundred and fifty (150) days);
(f) within five (5) Business Days after a Registration Statement covering the Registrable Shares is ordered effective by the SEC, the Borrower shall deliver, or shall cause its legal counsel to deliver, to the transfer agent for such Registrable Shares (with copies to the Lender) confirmation that such Registration Statement has been declared effective by the SEC;
(g) bear all expenses in connection with the procedures in paragraphs paragraph (a) through (ef) of this Section 7.2 7.1 and the registration of the Registrable Shares on such pursuant to the Registration Statement except for the fees and expenses, if any, of legal counsel or advisers to the Lender or underwriting discounts, brokerage fees and commissions incurred by the Lender, if any; and
(h) not, for a period of thirty (30) days after the effectiveness of the Registration Statement, authorize or issue any shares of its capital stock to any person or entity except as may be required by this Agreement, the Exchange Agreement or any securities that are issued pursuant to a safe harbour from the registration and prospectus requirements of the Securities Act or to a non-U.S. person pursuant to Regulation S under the Securities Act. It shall be a condition precedent to the obligations of the Borrower to take any action pursuant to this Section 7.1 that the Lender shall furnish to the Borrower such information regarding itself, the Registrable Shares to be sold by the Lender, and the satisfaction intended method of disposition of such securities as shall be required to effect the registration of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by PurchaserRegistrable Shares.
Appears in 1 contract
Registration Procedures and Expenses. The If and whenever the Company shallis required by the provisions of Section 1.1(b) hereof to use its commercially reasonable efforts to effect the registration of any of Registrable Securities under the Securities Act, the Company will, as expeditiously as possible:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date file with the SEC a registration statement under the Securities Act on a form which is appropriate to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(ci) prepare and file with the SEC Securities and Exchange Commission (the “Commission”) a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided);
(ii) prepare and file with the Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination for the period of such obligation the distribution contemplated thereby (determined as provided in Section 7.8 below;
(dhereinafter provided) furnish and to comply with the Purchaser provisions of the Securities Act with respect to the Shares registered on disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement Stockholders’ intended method of disposition set forth in such registration statement for such period;
(iii) furnish to each Stockholder and to each underwriter, if any, of such Shares) underwriter such number of copies of prospectuses in conformity with the requirements of registration statement and the Securities Act prospectus included therein (including each preliminary prospectus) as the Purchaser such persons may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Registrable Securities covered by such registration statement;
(iv) use its commercially reasonable efforts to register or qualify the Purchaser; providedRegistrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Stockholders or, howeverin the case of an underwritten public offering, that the obligation managing underwriter, may reasonably request;
(v) immediately notify each Stockholder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to deliver copies state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of prospectuses the circumstances then existing;
(vi) use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of a Stockholder, on the date that Registrable Securities are delivered to the Purchaser shall be subject underwriters for sale pursuant to such registration: (A) an opinion, dated as of such date, of counsel representing the Company for the purposes of such registration, addressed to the receipt by underwriters, stating that such registration statement has become effective under the Company Securities Act and that (i) to the best knowledge of reasonable assurances from such counsel, no stop order suspending the Purchaser effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Purchaser will Securities Act, (ii) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and that such counsel does not believe that any such registration statement, prospectus, amendment or supplement contains a misstatement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading (except that such counsel need express no opinion as to financial statements or financial or statistical data contained therein) and (iii) to such other effects as may reasonably be requested by counsel for the underwriters, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the Company’s financial statements included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter will additionally cover such other securities laws financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters may be applicable reasonably request; and
(vii) make available for inspection by the Stockholders, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by a Stockholder or such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by a Stockholder or such underwriter, attorney, accountant or agent in connection with such registration statement. For purposes of paragraphs (i) and (ii) above, the period of distribution of Registrable Securities in a firm commitment underwritten public offering is deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any use other registration is deemed to extend until the sale of such prospectuses;
(e) file such documents as may be required of all Registrable Securities covered thereby. In connection with each registration hereunder, each Stockholder will furnish to the Company for normal securities law clearance for in writing such information with respect to itself and the resale of the Shares in such states of the United States proposed distribution by it as may be reasonably requested by necessary in order to assure compliance with federal and applicable state securities laws. Reasonable compliance with the Purchaser; providedobligation to furnish such information is a condition to the rights afforded to Stockholders hereunder. If any registration statement is an underwritten public offering, however, that the right of each Stockholder to registration pursuant to this Agreement shall be conditioned upon such Stockholder participating in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The Stockholders and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter concludes in its reasonable judgment that the number of shares to be registered for selling shareholders (including the Stockholders) would materially adversely effect such offering, the number of Registrable Securities to be registered, together with the number of shares of common stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Registrable Securities proposed to be sold by a Stockholder as compared to the number of shares proposed to be sold by all shareholders electing to participate therein (including any other Stockholder), prior to reducing in any way the amount of the Company’s securities being sold for its own account. If a Stockholder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be required transferred in connection with this paragraph (e) a public distribution prior to qualify 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as a foreign corporation the underwriters may require. The Company shall have the right to terminate or execute a general consent to service of process in withdraw any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (eregistration initiated by it under Section 1.1(b) of this Section 7.2 and Agreement prior to the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws effectiveness of such states, excluding underwriting discounts and selling commissions, legal registration whether or accounting expenses of Purchaser and expenses required by law not a Stockholder has elected to be borne by Purchaser, all of which shall be borne by Purchaserinclude securities in such registration.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall(a) If and whenever Humboldt is required by the provisions of this Article III to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act (or any successor federal securities law), Tehama and its Affiliates (including the underwriters in the case of a registration of Underlying Shares) (individually referred to as a "selling holder" or "holder" and collectively referred to as "selling holders" or "holders") will furnish in writing such information as is reasonably requested by Humboldt for inclusion in the registration statement relating to such offering and such other information and documentation as Humboldt shall reasonably request, and Humboldt will, as expeditiously as possible:
(ai) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC or any other federal agency at the time administering the Securities Act (or a successor federal securities law) a registration statement under with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the Securities Act on a form which is appropriate to register the re-sale successful marketing of one-half of the Shares purchased by Purchaser hereundersuch securities, but not exceeding 90 days;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(cii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination and to comply with the provisions of such obligation as provided in Section 7.8 belowthe Securities Act;
(diii) furnish to the Purchaser with respect to the Shares each selling holder of Restricted Stock being registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses a prospectus and preliminary prospectus in conformity with the requirements of the Securities Act (or any successor federal securities law), and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Stock being registered owned by such seller;
(iv) furnish, at the Purchaserrequest of any holder or holders of securities being registered pursuant to this Article III, on the date that such securities are delivered to the underwriters for sale pursuant to such registration or if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective (A) an opinion dated such date of independent counsel representing Humboldt for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, stating that such registration statement has become effective under the Securities Act (or such successor law) and that (a) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or such successor federal securities law); (b) the registration statement, the related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act (or such successor law) and the applicable rules and regulations of the SEC thereunder, except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (c) such counsel (subject to such customary limitation on the scope of their investigation as shall be set forth in such opinion) has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (d) the descriptions in the registration statement and in the prospectus, or any amendment or supplement thereto, of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described and filed as required; and (B) a letter dated such date, from the independent certified public accountants of Humboldt, addressed to the underwriters, if any, and to the holder or holders by or on behalf of whom a request is made, stating that they are independent certified public accountants within the meaning of the Securities Act (or such successor law) and that in the opinion of such accountants the financial statements and other financial data of Humboldt included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (or such successor law). Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holder of Restricted Stock being registered may reasonably request;
(v) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such selling holder of such Restricted Stock shall reasonably request and do any and all other acts and things which may be necessary or reasonably desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions as may be requested by such seller; provided, however, that the Humboldt shall have no obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business in any jurisdiction or execute to file a general consent to service of process in any jurisdiction;
(vi) notify each selling holder of Restricted Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or any successor Federal securities law), of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) provide a transfer agent and registrar for all Restricted Stock covered by such registration statement not later than the effective date of such registration statement;
(ix) use its best efforts to list all Common Stock covered by such registration statement on each securities exchange, if any, on which any of the shares of Common Stock is then listed (unless such Common Stock is already so listed) if such listing is then permitted under the rules of such exchange or with the NASDAQ, National Market System; and
(fx) bear all expenses undertake to take such further actions as may be reasonably requested by the underwriters.
(b) If any registration statement pursuant to Section 3.5 or 3.6 shall have been declared effective and, in connection with the procedures judgment of Humboldt, (A) any event shall occur or state of facts exist (other than as described in paragraphs clause (B)) which requires a notice to the selling holders of Restricted Stock pursuant to clause (vi) of paragraph (a) through (e) of this Section 7.2 3.7 or (B) the offering at the time of Restricted Stock pursuant to such registration statement would adversely affect, or would be improper in view of, a public offering, financing, reorganization, recapitalization, merger, consolidation, acquisition, or other similar transaction, or negotiations, discussions or pending proposals with respect thereto, immediately upon receipt of notice to such effect from Humboldt, Tehama shall cease to offer or sell any Restricted Stock registered thereunder and cease to deliver or use the registration prospectus in use thereunder. In the case of any matter described in clause (A), Humboldt shall, as promptly as practicable, furnish to each selling holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such prospectus shall not 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 not misleading in the light of the Shares on circumstances then existing. In the case of any matter described in clause (B), Humboldt shall promptly notify Tehama at such Registration Statement and the satisfaction of the blue sky laws of times as, in Humboldt's judgment, such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to offering may be borne by Purchaser, all of recommenced (which shall be borne no later than 90 days following such suspension); provided that Tehama may, in its sole discretion, discontinue such offering with respect to the Restricted Stock covered thereby, in which event Tehama shall be entitled to "demand" registration rights hereunder to the full extent as if such offering had not been requested. All expenses incurred by Purchaser.Humboldt in complying with Sections 3.5 and 3.6 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for Humboldt, the expense of any special audits incident to or required by such registration, and blue sky fees
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date Date, file with the SEC a registration statement Registration Statement under the Securities Act on a form which is appropriate to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 below;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding all underwriting fees, discounts or commissions applicable to Purchaser's sale of Shares registered on the Registration Statement and selling commissions, the fees and expenses of any separate legal counsel or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne firm engaged by Purchaser.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cellnet Data Systems Inc)
Registration Procedures and Expenses. The If and whenever the Company shallis required by the provisions of Sections 5, 6 or 7 hereof to effect the registration of any of the Restricted Stock under the Securities Act, the Company will, as expeditiously as possible:
(a) promptly upon written notice from Purchaser delivered prepare (and afford counsel for the selling Holders reasonable opportunity to the Company at any time after ten months from the Closing Date review and comment thereon) and file with the SEC Commission a registration statement under (which, in the Securities Act case of an underwritten public offering pursuant to Section 5 hereof, shall be on a form which is appropriate Form S-1 or other Form of general applicability satisfactory to register the re-sale of one-half managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the Shares purchased by Purchaser hereunderdistribution contemplated thereby (determined as hereinafter provided);
(b) use its best efforts, subject prepare (and afford counsel for the selling Holders reasonable opportunity to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(creview and comment thereon) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination for the period of such obligation the distribution contemplated thereby and as provided in Section 7.8 below;
(d) furnish to shall comply with the Purchaser provisions of the Securities Act with respect to the Shares registered on disposition of all Restricted Stock covered by such registration statement in accordance with the Registration Statement sellers' intended method of disposition set forth in such registration statement for such period;
(c) furnish to each seller and to each underwriter, if any, of such Shares) underwriter such number of copies of prospectuses in conformity with the requirements of registration statement and the Securities Act prospectus included therein (including each preliminary prospectus) as the Purchaser such persons may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Stock covered by such registration statement;
(d) use its best efforts to register or qualify the PurchaserRestricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, however, that in no event shall the obligation Company be obligated to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for Sections 5, 6 or 7, (ii) file any general consent to service of process in any jurisdiction where it is not as of the Company date hereof so subject or (iii) subject itself to deliver copies taxation in any such jurisdiction if it is not so subject;
(e) immediately notify each seller under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of prospectuses the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) use its best efforts (if the offering is underwritten) to furnish, at the request of any seller, on the date that Restricted Stock is delivered to the Purchaser shall be subject underwriters for sale pursuant to such registration: (i) an opinion, in customary form, dated as of such date, of counsel representing the Company for the purposes of such registration, addressed to the receipt by underwriters and to such seller, stating that such registration statement has become effective under the Company Securities Act and that (A) to the best knowledge of reasonable assurances from such counsel, no stop order suspending the Purchaser effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Purchaser will Securities Act, (B) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements contained therein or any information provided by the underwriters or the sellers) and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by such seller or its counsel (including a so-called 10b-5 opinion), and (ii) a letter, dated as of such date, from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other securities laws financial matters (including information as of the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters or seller may be applicable reasonably request; and
(g) make available for inspection by each seller, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply, subject to any confidentiality agreement reasonably required by the Company, all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with any use such registration statement and permit such seller, attorney, accountant or agent to participate in the preparation of such prospectuses;
registration statement. For purposes of paragraphs (ea) file above and of Section 5(c) hereof, the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or six months after the effective date thereof. In connection with each registration hereunder, the selling Holders of Restricted Stock will furnish to the Company in writing such documents information with respect to themselves and the proposed distribution by them as may shall be required reasonably necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 5, 6 or 7 hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature (including, without limitation, customary provisions providing for indemnification of the selling security-holders by the underwriters), provided that (i) such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof, (ii) the time and place of the closing under said agreement shall be as mutually agreed upon among the Company, such managing underwriter and the holders of a majority of the shares of Restricted Stock requested to be included in such registration and (iii) the selling Holders of shares of Restricted Stock included in such registration shall be obligated to agree, pursuant to the terms of such underwriting agreement, not to sell, pledge or otherwise transfer the remaining shares of Common Stock held by such Holders for the lock-up period specified in such underwriting agreement; provided, however, that such period shall not exceed the lesser of (i) 180 days or (ii) the number of days which officers and directors of the Company for normal securities law clearance for are contractually restricted from selling stock in the resale Company. Notwithstanding anything to the contrary herein, if the Company shall furnish to Holders requesting a registration statement pursuant to Sections 5 or 6, a certificate signed by the Chief Executive Officer or President of the Shares Company stating that in such states the good faith judgment of the United States as may Board of Directors of the Company, it would be reasonably requested by seriously detrimental to the PurchaserCompany and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the initiating Holders; provided, however, that the Company shall may not be required in connection with utilize this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process right more than once in any jurisdiction; and
twelve (f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser12)-month period.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall(a) If and whenever Home is required by the provisions of this Article III to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act (or any successor federal securities law), CU and its Affiliates (including the underwriters in the case of a registration of Underlying Shares) (individually referred to as a "selling holder" or "holder" and collectively referred to as "selling holders" or "holders") will furnish in writing such information as is reasonably requested by Home for inclusion in the registration statement relating to such offering and such other information and documentation as Home shall reasonably request, and Home will, as expeditiously as possible:
(ai) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC or any other federal agency at the time administering the Securities Act (or a successor federal securities law) a registration statement under with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the Securities Act on a form which is appropriate to register the re-sale successful marketing of one-half of the Shares purchased by Purchaser hereundersuch securities, but not exceeding 90 days;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(cii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination and to comply with the provisions of such obligation as provided in Section 7.8 belowthe Securities Act;
(diii) furnish to the Purchaser with respect to the Shares each selling holder of Restricted Stock being registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses a prospectus and preliminary prospectus in conformity with the requirements of the Securities Act (or any successor federal securities law), and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Stock being registered owned by such seller;
(iv) furnish, at the Purchaserrequest of any holder or holders of securities being registered pursuant to this Article III, on the date that such securities are delivered to the underwriters for sale pursuant to such registration or if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective (A) an opinion dated such date of independent counsel representing Home for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, stating that such registration statement has become effective under the Securities Act (or such successor law) and that (a) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or such successor federal securities law); (b) the registration statement, the related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act (or such successor law) and the applicable rules and regulations of the SEC thereunder, except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (c) such counsel (subject to such customary limitation on the scope of their investigation as shall be set forth in such opinion) has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (d) the descriptions in the registration statement and in the prospectus, or any amendment or supplement thereto, of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described and filed as required; and (B) a letter dated such date, from the independent certified public accountants of Home, addressed to the underwriters, if any, and to the holder or holders by or on behalf of whom a request is made, stating that they are independent certified public accountants within the meaning of the Securities Act (or such successor law) and that in the opinion of such accountants the financial statements and other financial data of Home included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (or such successor law). Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holder of Restricted Stock being registered may reasonably request;
(v) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such selling holder of such Restricted Stock shall reasonably request and do any and all other acts and things which may be necessary or reasonably desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions as may be requested by such seller; provided, however, that the Home shall have no obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business in any jurisdiction or execute to file a general consent to service of process in any jurisdiction;
(vi) notify each selling holder of Restricted Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or any successor Federal securities law), of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) provide a transfer agent and registrar for all Restricted Stock covered by such registration statement not later than the effective date of such registration statement;
(ix) use its best efforts to list all Common Stock covered by such registration statement on each securities exchange, if any, on which any of the Common Stock is then listed (unless such Common Stock is already so listed) if such listing is then permitted under the rules of such exchange or with the NASDAQ, National Market System; and
(fx) bear all expenses undertake to take such further actions as may be reasonably requested by the underwriters.
(b) If any registration statement pursuant to Section 3.5 or 3.6 shall have been declared effective and, in connection with the procedures judgment of Home, (A) any event shall occur or state of facts exist (other than as described in paragraphs clause (B)) which requires a notice to the selling holders of Restricted Stock pursuant to clause (vi) of paragraph (a) through (e) of this Section 7.2 3.7 or (B) the offering at the time of Restricted Stock pursuant to such registration statement would adversely affect, or would be improper in view of, a public offering, financing, reorganization, recapitalization, merger, consolidation, acquisition, or other similar transaction, or negotiations, discussions or pending proposals with respect thereto, immediately upon receipt of notice to such effect from Home, CU shall cease to offer or sell any Restricted Stock registered thereunder and cease to deliver or use the registration prospectus in use thereunder. In the case of any matter described in clause (A), Home shall, as promptly as practicable, furnish to each selling holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such prospectus shall not 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 not misleading in the light of the Shares on circumstances then existing. In the case of any matter described in clause (B), Home shall promptly notify CU at such Registration Statement times as, in Home's judgment, such offering may be recommended (which shall be no later than 90 days following such suspension); provided that CU may, in its sole discretion, discontinue such offering with respect to the Restricted Stock covered thereby, in which event CU shall be entitled to "demand" registration rights hereunder to the full extent as if such offering had not been requested. All expenses incurred by Home in complying with Sections 3.5 and the satisfaction 3.6 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of the counsel for Home and blue sky laws of such states, excluding fees and expenses are herein called "Registration Expenses," except for all underwriting discounts and selling commissionscommissions applicable to the sales, legal all fees and disbursements of counsel for any selling holder or accounting expenses holders (including counsel designated by any seller for a "due diligence" investigation of Purchaser Home) and expenses the expense of any special audits incident to or required by law to be borne by Purchasersuch registration, all of which are herein called "Selling Expenses." Home shall be borne by Purchaserpay all Registration Expenses and the selling holder or holders of Restricted Stock being registered shall pay all Selling Expenses.
Appears in 1 contract
Registration Procedures and Expenses. The Parent Company shall cause the Subsidiary Company to, and the Subsidiary Company shall:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date file with the SEC a registration statement under the Securities Act on Form S-3, if the Subsidiary Company is eligible to file a registration statement under such form, to register the Conversion Shares and the Warrant Shares within thirty (30) days after the Closing Date and in sufficient time to have such registration effective ninety (90) days from the Closing Date; and if the Subsidiary Company is not eligible to file a registration statement under Form S-3, to file with the SEC a registration statement under the Securities Act on Form S-1 or any other form which is appropriate appropriate, to register the re-sale of one-half of Conversion Shares and the Warrant Shares purchased by Purchaser hereunder;within sixty (60) days after the Closing Date and in sufficient time to have such registration effective one hundred and twenty (120) days from the Closing Date.
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on the date one year from the Closing Datepracticable;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 8.9 below;
(d) furnish to the Purchaser with respect to the Shares CXI Common Stock registered on the Registration Statement (and to each underwriter, if any, of such SharesCXI Common Stock) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares CXI Common Stock by the Purchaser; provided, however, that the obligation of the Subsidiary Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Subsidiary Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Subsidiary Company for normal securities law clearance for the resale of the Shares Common Stock in such which states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Subsidiary Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and;
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 8.2 and the registration of the Shares CXI Common Stock on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding including the reasonable fees and expenses of legal counsel to the Purchaser in connection with the procedures in paragraph (a) through (e) of this Section 8.2, other than underwriting discounts and selling commissions, legal commissions or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser; and
(g) in the event of the failure of Company to procure registration of the CXI Common Stock underlying the COES Preferred Shares within ninety (90) days from the Closing Date if the Registration Statement is filed under Form S-3, or within one hundred (120) days from the Closing Date if the Registration Statement is filed under Form S-1 or any other appropriate forms, the Parent Company will pay Purchaser by wire transfer, as liquidated damages for such failure and not as a penalty, one (1%) percent of the Liquidation Preference (as defined below) of the COES Preferred Shares that have not been converted, for each month, or any part thereof, that the Registration Statement is not effective, or in the event of a Suspension (as defined in Section 8.7) after such date. If the Parent Company does not remit the damages to the Purchaser as set forth above, the Parent Company will pay the Purchaser reasonable costs of collection, including attorneys fees, in addition to the liquidated damages. Such payment shall be made to the Purchaser immediately if the registration of the Conversion Shares and Warrant Shares is not effected; provided, however, that the payment of such liquidated damages shall not relieve the Subsidiary Company from its obligations to register the Conversion Shares and Warrant Shares pursuant to this Section. The registration of the Conversion Shares and Warrant Shares pursuant to this provision shall not affect or limit Purchaser's other rights or remedies as set forth in this Agreement. The "Liquidation Preference" for a Share shall equal $100 (subject to adjustments for Reclassifications), plus all of accrued and unpaid dividends (which shall be borne by Purchaseraccrue through the Conversion Date, Redemption Date or the date liquidated damages are paid, as applicable) and any then unpaid liquidated damages (interest on which shall accrue at a rate of 2% per month) arising under Sections 8.2(g), 10.2 or 10.6.
Appears in 1 contract
Sources: Securities Purchase Agreement (Commodore Environmental Services Inc /De/)
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered use its best efforts to file a Registration Statement with the Company at any time after ten months from SEC within thirty (30) days following the Closing Date file with to register the SEC a registration statement Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) or on a such other form which is appropriate to register such Registrable Shares for resale from time to time by the re-sale of one-half of the Shares purchased by Purchaser hereunderPurchasers;
(b) use its best efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause any such Registration Statement filed pursuant to Section 7.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but not earlier than on in any event by the date (the "Effectiveness Deadline Date") that is sixty (60) days following the Closing Date; provided, however, that in the event that a Registration Statement is reviewed by the SEC, then the Effectiveness Deadline Date shall mean, with respect to any Registration Statement, the date that is one year from hundred (120) days following the Closing Date;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 7.6 below, subject to the Company's right to suspend pursuant to Section 7.5;
(d) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Registrable Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) advise each Purchaser promptly:
(i) of the effectiveness of the Registration Statement or any post-effective amendments thereto;
(ii) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(g) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed;
(h) bear all expenses in connection with the procedures in paragraphs (a) through (eg) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states; and
(i) otherwise use commercially reasonable efforts to make available to its security holders no later than the Availability Date (as defined below), excluding underwriting discounts and selling commissionsan earnings statement covering a period of at least twelve (12) months, legal or accounting expenses beginning after the effective date of Purchaser and expenses required by law to be borne by Purchasereach Registration Statement, all which earnings statement shall satisfy the provisions of which shall be borne by PurchaserSection 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), "Availability Date" means the 45th day following the end of the fourth fiscal quarter after the fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter).
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered within fourteen (14) days immediately following each Closing, such actual date being referred to as the Company at any time after ten months from the Closing Date "Registration Date," prepare and file with the SEC a registration statement on Form S-3 in order to register with the SEC under the Securities Act a sale by CELL GENESYS on a form delayed or continuous basis pursuant to Rule 415 under the Securities Act any or all of the Registrable Shares then issued at such Closing through the automated quotation system of the Nasdaq National Market System or the facilities of any national securities exchange on which the Company's Common Stock is appropriate then traded, or in privately-negotiated transactions (a "Registration Statement") (notwithstanding anything to the contrary expressed or implied herein, if a registration statement on Form S-3, or any substitute form, is not then available for registration of the Registrable Shares, the Company shall be obligated instead to prepare and file with the SEC a registration statement on Form S-1 in order to register the re-sale Registrable Shares under the Securities Act and such registration statement will be a "Registration Statement" for the purposes of one-half of the Shares purchased by Purchaser hereunderthis Agreement);
(b) use its best efforts, subject to receipt of necessary information from the PurchaserCELL GENESYS, use its commercially reasonably efforts to cause such Registration Statement to become effective as promptly soon as practicable but not earlier than on possible after the date one year from the Closing Registration Date, and take all other reasonable actions necessary under any federal law or regulation to permit all Registrable Shares to be sold or otherwise disposed of thereunder;
(c) promptly notify CELL GENESYS, at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in or relating to such Registration Statement contains an Untrue Statement;
(d) promptly prepare and file with the SEC SEC, and deliver to CELL GENESYS, such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 8.7 below;
(de) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) CELL GENESYS such number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably requestAct, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesCELL GENESYS;
(ef) file such documents as may be required of the Company for normal state securities law clearance for the resale of the Registrable Shares in such which states of the United States as may be reasonably requested by the Purchaser; CELL GENESYS provided, however, that the Company shall not be required in connection with this paragraph (ef) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(g) no later than the Registration Date, use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and
(fh) bear all expenses in connection with the procedures in paragraphs Section 8.2, other than (ai) through fees and expenses, if any, of counsel or other advisers to CELL GENESYS, and (eii) of this Section 7.2 and any expenses relating to the registration sale of the Registrable Shares on such Registration Statement by CELL GENESYS, including broker's commission, discounts or fees and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchasertransfer taxes.
Appears in 1 contract
Registration Procedures and Expenses. The (a) If and whenever the Company shallis required by the provisions of the Section 1(a) to use its best efforts to effect the registration of the Registrable Shares under the 1933 Act, the Company will, as expeditiously as possible:
(ai) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC Commission a registration statement under the Securities Act on a form which is appropriate Registration Statement with respect to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;
(b) such securities and use its best efforts, subject to receipt of necessary information from the Purchaser, efforts to cause such Registration Statement to become and remain effective as promptly as practicable but during the term of this Agreement. Notwithstanding anything contained herein, the Company does not earlier than on and cannot guarantee that the date one year from Registration Statement will become effective or remain effective during the Closing Date;entire term of this Agreement or that the shareholder will be able to resell the Registrable Shares at any price even if the Registration Statement becomes and remains effective; and
(cb) If and whenever the Company is required by the provisions of Section 1(b) to use its best efforts to effect the registration of the Registrable Shares under the 1933 Act, the Company will, as expeditiously as possible:
(i) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination for a six month period from the date of such obligation as provided in Section 7.8 below;
(d) furnish effectiveness and to comply with the Purchaser provisions of the 1933 Act with respect to the Shares registered on sale or other disposition of all securities covered by such Registration Statement;
(ii) use its best efforts to register or qualify the securities covered by such Registration Statement (and to each underwriter, if any, under such other securities or blue sky laws of such Shares) such number of copies of prospectuses in conformity with jurisdictions within the requirements United States and Puerto Rico as each seller of the Securities Act as the Purchaser may reasonably securities being sold by such seller shall request, in order and do any and all other acts and things which may be necessary or advisable to facilitate enable such seller to consummate the public sale or other disposition in such jurisdictions of the Shares securities owned by the Purchaser; providedsuch seller, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to register or qualify as a foreign corporation or execute a general consent to service of process the securities in any jurisdiction; and
(f) bear all expenses in connection with jurisdictions where such registration or qualification would require the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.Company to
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:: ------------------------------------
(a) promptly upon written notice from Purchaser delivered to the Company at any time within 25 business days after ten months from the Closing Date Date, prepare and file with the SEC Commission a registration statement under (the Securities Act on a form which is appropriate "Registration Statement") relating to register the re-sale of one-half of the Shares purchased and the Warrant Shares by the Purchaser hereunderon the Nasdaq National Market or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions;
(b) use its reasonable best efforts, subject to receipt of necessary information from the Purchaser, to cause such the staff of the Commission to notify the Company of the staff's willingness to grant acceleration of the effective date of the Registration Statement to become effective as promptly as practicable but not earlier than on within 60 days after the date one year from Registration Statement is filed by the Closing DateCompany;
(c) promptly notify the Purchaser upon the Registration Statement being declared effective by the Commission;
(d) provide to the Purchaser any information necessary to permit sale of the Shares under Rule 144 or Rule 144A of the Securities Act.
(e) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement (including a registration statement on Form S-1 or an amendment to the Registration Statement converting such Registration Statement to Form S-1) and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective until termination of such obligation as provided the date specified in Section 7.8 10.5 below;.
(df) promptly furnish to the Purchaser with respect to the Shares and Warrant Shares registered on under the Registration Statement (and to each underwriter, if any, of such Sharesshares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares by the Purchaser; provided, however, that the obligation of the -------- ------- Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will shall comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;
(eg) file such documents as may be required of the Company for normal securities law blue sky clearance for the resale of the Shares in such all states of the United States as may be reasonably requested by the Purchaserrequiring blue sky clearance; provided, however, that -------- ------- the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdictionjurisdiction in which it is not now so qualified or has not so consented; and
(fh) bear all expenses in connection with the procedures in paragraphs (a) through (eg) of this Section 7.2 10.1 and the registration of the Shares on such and Warrant Shares pursuant to the Registration Statement Statement, other than fees and expenses, if any, of counsel or other advisers to the satisfaction of Purchaser or underwriting discounts, brokerage fees and commissions incurred by the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaserif any.
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (Read Rite Corp /De/)
Registration Procedures and Expenses. The Company Agouron shall:
(a) promptly upon written notice from Purchaser delivered to the Company at as soon as practicable (but in any time after ten months from event within thirty (30) days following the Closing Date and issuance of shares of Agouron Common with respect thereto (the "Issuance")), prepare and file with the SEC a registration statement under on Form S-3 (the Securities Act on a form which is appropriate "Registration Statement") for the registration of an aggregate of (i) twenty-five percent (25%) of the shares of Agouron Common to be issued to the Principal Stockholders in the Merger; and (ii) forty-nine percent (49%) of the shares of Agouron Common to be issued to the holders of Target Common (other than the Principal Stockholders) in the Merger, in order to register with the re-sale SEC the resale of one-half such Agouron Common by the Target Stockholders from time to time through the underwriters, agents or otherwise, in negotiated or market transactions or through the automated quotation system of The Nasdaq Stock Market or the Shares purchased by Purchaser hereunderfacilities of any national securities exchange on which Agouron Common is then traded or in privately negotiated transactions;
(b) use its best efforts, subject to the receipt of necessary information from the PurchaserTarget Stockholders, to cause such the Registration Statement to become effective as promptly as practicable but not earlier than on after such Registration Statement is filed by Agouron with the date one year from the Closing DateSEC;
(c) use best efforts to prepare and file with the SEC such amendments and supplements to such each Registration Statement and the each prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective for a period of one (1) year following the Issuance (the "Registration Period") or, if earlier, until termination all of the Agouron Common have been sold pursuant thereto; provided, however, that Agouron shall not be deemed to have used best efforts to keep the Registration Statement effective if it voluntarily takes any action that would result in the Target Stockholders (other than for limited lock-up periods for all officers of Agouron as may be required by underwriters in any public offerings of Agouron securities) not being able to sell any of their respective Agouron Common pursuant to the Registration Statement unless (i) such obligation as provided action is required under applicable law or taken by Agouron in Section 7.8 belowgood faith and for valid business reasons, including, without limitations, the acquisition or divestiture of assets and (ii) Agouron promptly (but in any event within thirty (30) days) files such amendments and supplements with the SEC;
(d) furnish to the Purchaser Target Stockholders with respect to the Shares Agouron Common registered on under the Registration Statement such number of copies of the Registration Statement (and to each underwriterexhibits thereto), if any, of such Shares) such number of copies of prospectuses or preliminary prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of the Shares such Agouron Common by the PurchaserTarget Stockholders;
(e) file documents required of Agouron for normal blue sky clearance in states reasonably specified in writing by any Target Stockholder; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company Agouron shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdiction; andjurisdiction in which it is not now so qualified or has not so consented;
(f) file with The Nasdaq Stock Market a Notification Form for Listing of Additional Shares, if applicable, with respect to such Agouron Common and pay all fees and expenses incurred in connection therewith;
(g) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 6.3 and the registration of the Shares on such Securities pursuant to the Registration Statement Statement, provided Target Stockholders shall be responsible for their own selling costs; and
(h) file the reports required to be filed by it under the Securities Act and the satisfaction of Exchange Act and the blue sky laws of such states, excluding underwriting discounts rules and selling commissions, legal or accounting expenses of Purchaser and expenses required regulations adopted by law to be borne by Purchaser, all of which shall be borne by Purchaserthe SEC thereunder.
Appears in 1 contract
Registration Procedures and Expenses. The If and whenever the Company shallis required by the provisions of this paragraph 5 to use its best efforts to effect the registration of any of the Restricted Securities under the Act, each selling shareholder will furnish in writing such information as is reasonably requested by the Company for inclusion in the registration statement relating to such offering and such other information and documentation as the Company shall reasonably request, and the Company will, as expeditiously as possible:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date Prepare and file with the SEC Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the successful marketing of such securities but not exceeding ninety (90) days for a firm commitment underwritten offering pursuant to paragraph 5.3(a) hereof; six (6) months for an offering pursuant to paragraph 5.3(b) hereof; or, with regard to an offering pursuant to paragraph 5.4 hereof, ninety (90) days or for that period associated with the offering which gave rise to rights under the Securities Act on a form which paragraph 5.4 hereof, whichever is appropriate to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;longer.
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(c) prepare Prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Act; and to keep such Registration Statement registration statement effective until termination for that period of such obligation as provided time specified in Section 7.8 below;paragraph 5.5(a).
(dc) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and Furnish to each underwriter, if any, of such Shares) selling shareholder such number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Securities owned by such seller;
(d) If the Company is required by the Purchaser; providedunderwriter(s), howeverif any, of the securities registered in a registration under this paragraph 5 to deliver an opinion of counsel to such underwriter(s) in connection with such registration, and if requested by any holder(s) of Restricted Securities participating in such registration, furnish such opinion to such holder(s) on the day of delivery to the underwriter(s), addressed to such underwriter(s) and to such holder(s), containing substantially the following provisions: (i) that the obligation registration statement covering such registration of securities has become effective under the Act; (ii) that, to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Act; (iii) that at the time the registration statement became effective, the registration statement and the related prospectus complied as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and related schedules contained therein); (iv) that while such counsel has not independently verified the accuracy or completeness of the information contained therein, such counsel has no reason to believe that the registration statement at the time it became effective or the prospectus contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (v) that the descriptions in the registration statement and the prospectus, and any amendments or supplements thereto, of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate and fairly present the information required to be stated therein concerning such matters, contracts, documents and instruments; and (vi) that such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described or filed as required. Such opinion shall be in such form as is customary for similar opinions delivered by such counsel so long as such form is acceptable to the underwriter(s).
(e) If the Company is required by the underwriter(s), if any, of the securities registered in a registration under this paragraph 5 to deliver a letter from the independent certified public accountants of the Company to deliver copies such underwriter(s) in connection with such registration, and if requested by any holder(s) of prospectuses Restricted Securities participating in such registration, furnish such letter to such holder(s) on the day of delivery to the Purchaser shall be subject underwriter(s), addressed to such underwriter(s) and to such holder(s), providing substantially that such accountants are independent certified public accountants within the receipt by meaning of the Act and that in the opinion of such accountants, the financial statements and other financial data of the Company of reasonable assurances from included in the Purchaser that registration statement and the Purchaser will prospectus, any amendment or supplement thereto, comply as to form in all material respects with the applicable provisions accounting requirements of the Securities Act Act, and of such other securities laws matters as may be applicable are customary in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; andpublic offerings.
(f) bear all expenses in connection with Use its best efforts to register or qualify the procedures in paragraphs (a) through (e) of this Section 7.2 and the Restricted Securities covered by such registration of the Shares on statement under such Registration Statement and the satisfaction of the other securities or blue sky laws of such states, jurisdictions as each such selling stockholder shall reasonably request and do any and all other acts and things which may be necessary or desirable to enable such seller to consummate the public sale or other disposition in such jurisdiction of the Restricted Securities owned by such seller.
(a) only and the expense of any special audits incident to or required by any registrations (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) are herein called Registration Expenses; and all underwriting discounts and selling commissionscommissions applicable to the sales and all other fees and disbursements of counsel for the selling stockholders are herein called Selling Expenses. The Company will pay all Registration Expenses in connection with each registration pursuant to paragraphs 5.3 and 5.4, legal or accounting expenses except as may be required to update any registration statement kept effective for more than the period of Purchaser and expenses time required by law paragraph 5.5(a). All Selling Expenses in connection with each registration pursuant to be borne by Purchaser, all of which paragraphs 5.3 and 5.4 shall be borne by Purchaserthe Company and the selling stockholders pro rata in proportion to the securities covered thereby being sold by them, except for the aforementioned fees and disbursements of counsel for the selling shareholders, which expense shall be borne solely by such shareholders. In the event holders of Restricted Securities propose to sell Restricted Securities in accordance with this paragraph 5 pursuant to an underwritten offering, the Company shall have the right to approve the managing underwriter(s) for such offering; PROVIDED, HOWEVER, that such approval shall not be unreasonably withheld.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered use its best efforts to file a registration statement with the Company at any time after ten months from SEC within thirty (30) days following the Closing Date file with to register the SEC a registration statement Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of the Common Stock under SEC Rule 415) or on a such other form which is appropriate to register the re-sale of one-half all of the Registrable Shares purchased for resale from time to time by Purchaser hereunderthe Purchasers;
(b) use its best efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on the date one year from practicable, and in any event, within ninety (90) days following the Closing Date, and to cause (at the Company's expense) Cool▇▇ ▇▇▇ward LLP, counsel to the Company, to furnish to each Purchaser an opinion dated as of the effective date to the effects set forth in EXHIBIT B;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.5 below, subject to the Company's right to suspend pursuant to Section 7.4;
(d) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) advise each Purchaser promptly:
(i) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto:
(ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(g) in connection with the filing of any document that is to be incorporated by reference into the Registration Statement or the prospectus (after the initial filing of the Registration Statement):
(i) use its best efforts to provide copies of such document to the Purchasers concurrently with such filing; and
(ii) make a Company representative available for discussion of such document;
(h) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and
(i) bear all expenses in connection with the procedures in paragraphs (a) through (eh) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(aA) promptly upon written notice from Purchaser delivered use its best efforts to the Company at any time after ten months from the Closing Date file a Registration Statement with the SEC a registration statement within 30 days following the Closing to register the Registrable Shares for resale on Form S-3 under the Securities Act on a form which is appropriate to register the re-sale (providing for shelf registration of one-half of the such Registrable Shares purchased by Purchaser hereunderunder SEC Rule 415);
(bB) use its best all commercially reasonable efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause any such Registration Statement filed pursuant to Section 7.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but practicable, and in any event not earlier later than on 120 days following the date one year from the Closing DateClosing;
(cC) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.7 below, subject to the Company's right to suspend pursuant to Section 7.6;
(dD) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(eE) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(F) advise each Purchaser promptly:
(I) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(II) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fIII) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(G) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which the common stock of the Company is then listed; and
(H) bear all expenses in connection with the procedures in paragraphs (a) through (eg) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered use its best efforts to the Company at any time after ten months from the Closing Date prepare and file with the SEC Commission, as soon as practicable but in no event later than 60 calendar days after the Closing, a registration statement Registration Statement on Form S-3 (the “Registration Statement”) to enable the resale of the Shares together with any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by a Purchaser, the “Registrable Securities” by the Purchaser on a delayed or continuous basis under Rule 415 of the Securities Act on a form which is appropriate to register through the re-sale of one-half automated quotation system of the Shares purchased by Purchaser hereunderNasdaq Global Market or the facilities of any national securities exchange on which the Company’s common stock is then traded or in privately-negotiated transactions;
(b) use its best commercially reasonable efforts, subject to receipt of necessary information from the PurchaserPurchasers on the Registration Questionnaire attached hereto as part of Appendix I, to cause such the Commission to declare the Registration Statement to become effective as promptly as practicable but not earlier than on and in any event within 60 calendar days after the date one year from by which the Closing DateRegistration Statement is required to be filed by the Company in accordance with Section 7.1(a);
(c) as expeditiously as practicable, prepare and file with the SEC Commission such amendments and supplements to such the Registration Statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such the Registration Statement correct and effective until termination the earlier of (i) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) such obligation time as provided in Section 7.8 belowall Registrable Securities purchased by the Purchasers have been sold pursuant to the Registration Statement;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement Registrable Securities (and to each underwriter, if any, of such SharesRegistrable Securities) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Registrable Securities by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law blue sky clearance for the resale of the Shares in such states of the United States as may be reasonably requested specified in writing by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdiction; andjurisdiction in which it is not now so qualified or has not so consented;
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 7.1 and the registration of the Shares Registrable Securities pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any;
(g) advise the Purchaser promptly, but in any event within two business days by e-mail, fax or other type of communication, and, if requested by such person, confirm such advice in writing: (i) after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, or any other order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such Registrable Securities under state securities or “blue sky” laws; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or other order or to obtain its withdrawal at the earliest possible moment if such stop order or other order should be issued; (ii) when the Prospectus or any supplements to or amendments of the Prospectus have been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; and (iii) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to the Purchaser that pertain to the Purchaser as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information);
(h) unless otherwise agreed to by holders of a majority of the Registrable Securities held by the Purchaser and all Other Purchasers, neither the Company nor any of its securities holders may include securities of the Company (other than the Shares) in any Registration Statement filed pursuant to this Agreement and the satisfaction Company shall not after the date hereof enter into any agreement in contravention of the blue sky laws foregoing;
(i) not less than three business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to the Purchaser copies of the “Selling Stockholders” section of such statesdocument, excluding underwriting discounts the “Plan of Distribution,” any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review and selling commissions, legal or accounting expenses comment of the Purchaser and expenses required its counsel; provided that, the failure of any Purchaser or his, her or its counsel to respond to such proposed documents within two business days after receipt thereof shall be deemed approval of same;
(j) respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as practicable provide the Purchaser true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that would not result in the disclosure to the Purchaser of material and non-public information concerning the Company;
(k) comply in all material respects with the provisions of the Securities Act, the Exchange Act and all rules of the SEC promulgated thereunder with respect to the Registration Statements and the disposition of all Registrable Securities covered by law each Registration Statement;
(l) take all other steps necessary to effect the registration of the Registrable Securities; and
(m) cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be borne by Purchaserdelivered to a transferee pursuant to the Registration Statements, all of which certificates shall be borne free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the Purchaser may request; provided, that, the delivery of such certificates shall be subject to the payment by Purchaserthe Purchaser of any transfer taxes, if applicable.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
Parent shall use its reasonable best efforts to file with the SEC within ten (a10) promptly upon written notice from Purchaser delivered Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the ▇▇▇▇ ▇▇▇) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to the Company at any time after ten months from Effective Time Holders following the Closing Date (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the ▇▇▇▇ ▇▇▇) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement under on Form S-3 (such registration statement on Form S-3ASR or Form S-3, the “Resale Registration Statement”) permitting the public resale of all Registrable Securities Act on a form which and shall use its reasonable best efforts to cause such Resale Registration Statement to be declared effective by the SEC as promptly as is appropriate practical after filing. Parent shall use its reasonable best efforts to register maintain the re-sale of one-half effectiveness of the Shares purchased by Purchaser hereunder;
Resale Registration Statement until the earlier of such time as (a) all Registrable Securities have been sold pursuant thereto and (b) use all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it in complying with its best effortsobligations under this Section 5.12, subject including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to receipt the contrary herein, (x) Parent shall promptly notify each holder of necessary information from Registrable Securities if (i) any stop order is issued or threatened by the Purchaser, to cause such SEC or any state securities commission in respect of the Resale Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
or (cii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 below;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably requestParent believes, in order to facilitate the public sale or other disposition of the Shares by the Purchaser; provided, howeverits good faith judgment, that the obligation Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Company to deliver copies circumstances in which they were made, not misleading; and (y) in such an event, each holder of prospectuses Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Purchaser shall Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and any lock-up or similar restriction on transfers of such other stock imposed by applicable securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaserlaws.
Appears in 1 contract
Registration Procedures and Expenses. The Company shallshall as soon ------------------------------------ as possible after the Closing Date:
(a) promptly upon written notice from Purchaser delivered use its best efforts to the Company at any time after ten months from the Closing Date file with the SEC a an S-3 registration statement under the Securities Act (providing for shelf registration of the Common Stock under SEC Rule 415) on a form which is appropriate to register the re-sale of one-half all of the Shares purchased by Purchaser hereunderRegistrable Shares;
(b) use its best efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on and to cause (at the Company's expense) ▇▇▇▇▇▇ Godward, LLP counsel to the Company to furnish to each Purchaser an opinion dated as of the effective date one year from to the Closing Dateeffects set forth in Exhibit B;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.6 below;
(d) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such which states of the United States as may be reasonably requested by the Purchaser; each Purchaser provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) advise each Purchaser promptly:
(i) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto:
(ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus, and amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(g) in connection with the filing of any document that is to be incorporated by reference into the Registration Statement or the prospectus (after the initial filing of the Registration Statement):
(i) use its best efforts to provide copies of such document to the Purchasers concurrently with such filing; and
(ii) make a Company representative available for discussion of such document;
(h) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and
(i) bear all expenses in connection with the procedures in paragraphs (a) through (eh) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting the reasonable fees and expenses of Purchaser legal counsel to the Purchasers in connection with the procedures in paragraph (a) and (b) of this Section 7.2 (subject to the $17,500 limitation in Section 7.7), other than any expenses required relating to the sale of the Shares by law to be borne by Purchaserthe Purchasers, all of which shall be borne by Purchaserincluding broker's commission, discounts or fees and transfer taxes.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Registration Procedures and Expenses. The Company Parent shall:
(a) promptly upon written notice from Purchaser delivered use its best efforts to the Company at any time after ten months from the Closing Date file a Registration Statement with the SEC a registration statement (i) within thirty (30) days following the Closing to register the Registrable Shares issuable upon the Effective Time, and (ii) to the extent that Parent issues shares of Parent Common Stock pursuant to Section 1.8(h)(ii), within thirty (30) days following the date of the stockholder approval described in Section 1.8(h)(ii) (the "Approval Date"), to register the Registrable Shares issuable pursuant to Section 1.8(h)(ii), in each case on Form S-3 under the Securities Act or on a such other form which that is appropriate to register the re-sale of one-half all of the Registrable Shares purchased for resale from time to time by Purchaser hereunderthe Company Preferred Holders;
(b) use its best efforts, subject to receipt of necessary information from the Purchaserholders of Series A-1 Preferred, to cause each such Registration Statement to become effective as promptly after filing as practicable but not earlier in no event later than on the date one year from which is (i) in the event that such Registration Statement is not subject to a full review by the SEC, 60 days after the Closing Date or Approval Date, as applicable, or (ii) in the event that such Registration Statement is subject to a full review by the SEC, 120 days after the Closing Date or Approval Date, as applicable;
(c) prepare and file with the SEC such amendments and supplements to each such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 5.3 below, subject to Parent's right to suspend pursuant to the Stockholders' Agreement;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) Company Preferred Holder such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Company Preferred Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPreferred Holders;
(e) file such documents as may be required of the Company Parent for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasereach Company Preferred Holder; provided, however, that the Company Parent shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) permit the Company Stockholders' Agent (and its legal counsel) a reasonable opportunity to review and comment upon each such Registration Statement prior to the time each it is declared effective;
(g) advise each Company Preferred Holder promptly:
(i) of any request by the SEC for amendments to each such Registration Statement or amendments to the prospectus or for additional information relating thereto;
(ii) of the issuance by the SEC of any stop order suspending the effectiveness of each such Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in each such Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement(s) or the prospectus in order to make the statements therein not misleading;
(h) in connection with the filing of any document that is to be incorporated by reference into each such Registration Statement or the prospectus (after the initial filing of such Registration Statement):
(i) use its best efforts to provide copies of such document to the Company Stockholders' Agent concurrently with such filing;
(ii) make a Parent representative available for discussion of such document;
(i) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities of Parent are then listed; and
(j) bear all expenses in connection with the procedures in paragraphs (a) through (eh) of this Section 7.2 5.2 and the registration of the Registrable Shares on each such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(ai) promptly upon written notice from Purchaser delivered to as soon as practicable, but in no event later than the Company at any time date that is fourteen (14) business days after ten months from the Closing Date final execution of the Nanogen/Motorola Settlement Agreement, except as described in Sections 1.2 and 1.3, file with the SEC a registration statement under Registration Statement on Form S-3 relating to the Securities Act on a form which is appropriate to register the re-sale of one-half resale of the Shares purchased by the Purchaser hereunderfrom time to time through the Nasdaq National Market or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions;
(bii) use its reasonable best efforts, subject to receipt of necessary information a properly completed Annex A from the each Purchaser, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on the date one year from the Closing Datepracticable;
(ciii) prepare and file with the SEC such amendments and supplements to such the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective until termination the later of either the first anniversary of the Closing Date or the date that the Shares purchased hereunder by each Purchaser have been sold by such obligation as provided in Section 7.8 belowPurchaser or are eligible to be sold by such Purchaser pursuant to Rule 144 during a single three month period without restriction by the volume limitations of Rule 144 (the "Effectiveness Date");
(div) furnish to the Purchaser Purchasers with respect to the Shares registered on under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, request in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(ev) file such documents as may be required of the Company for normal securities law Blue Sky clearance for the resale of the Shares in such states of the United States as may reasonably be reasonably requested in writing by the PurchaserPurchasers; providedPROVIDED, howeverHOWEVER, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;
(vi) advise the Purchasers promptly of:
(i) any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(ii) the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; and
(vii) bear all expenses in connection with the procedures in paragraphs (a) through (ef) of this Section 7.2 5.1 and the registration of the Shares on such pursuant to the Registration Statement Statement, other than fees and expenses, if any, of counsel or other advisers to the satisfaction of the blue sky laws of such statesPurchasers or underwriting discounts, excluding underwriting discounts brokerage fees and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne commissions incurred by Purchaser, all of which shall be borne by Purchaserif any.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall(a) If and whenever CU is required by the provisions of this Article III to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act (or any successor federal securities law), Home and its Affiliates (including the underwriters in the case of a registration of Underlying Shares) (individually referred to as a "selling holder" or "holder" and collectively referred to as "selling holders" or "holders") will furnish in writing such information as is reasonably requested by CU for inclusion in the registration statement relating to such offering and such other information and documentation as CU shall reasonably request, and CU will, as expeditiously as possible:
(ai) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC or any other federal agency at the time administering the Securities Act (or a successor federal securities law) a registration statement under with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the Securities Act on a form which is appropriate to register the re-sale successful marketing of one-half of the Shares purchased by Purchaser hereundersuch securities, but not exceeding 90 days;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(cii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination and to comply with the provisions of such obligation as provided in Section 7.8 belowthe Securities Act;
(diii) furnish to the Purchaser with respect to the Shares each selling holder of Restricted Stock being registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses a prospectus and preliminary prospectus in conformity with the requirements of the Securities Act (or any successor federal securities law), and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Stock being registered owned by such seller;
(iv) furnish, at the Purchaserrequest of any holder or holders of securities being registered pursuant to this Article III, on the date that such securities are delivered to the underwriters for sale pursuant to such registration or if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective (A) an opinion dated such date of independent counsel representing CU for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, stating that such registration statement has become effective under the Securities Act (or such successor law) and that (a) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or such successor federal securities law); (b) the registration statement, the related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act (or such successor law) and the applicable rules and regulations of the SEC thereunder, except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (c) such counsel (subject to such customary limitation on the scope of their investigation as shall be set forth in such opinion) has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (d) the descriptions in the registration statement and in the prospectus, or any amendment or supplement thereto, of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described and filed as required; and (B) a letter dated such date, from the independent certified public accountants of CU, addressed to the underwriters, if any, and to the holder or holders by or on behalf of whom a request is made, stating that they are independent certified public accountants within the meaning of the Securities Act (or such successor law) and that in the opinion of such accountants the financial statements and other financial data of CU included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (or such successor law). Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holder of Restricted Stock being registered may reasonably request;
(v) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such selling holder of such Restricted Stock shall reasonably request and do any and all other acts and things which may be necessary or reasonably desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions as may be requested by such seller; provided, however, that the CU shall have no obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business in any jurisdiction or execute to file a general consent to service of process in any jurisdiction;
(vi) notify each selling holder of Restricted Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or any successor Federal securities law), of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) provide a transfer agent and registrar for all Restricted Stock covered by such registration statement not later than the effective date of such registration statement;
(ix) use its best efforts to list all Common Stock covered by such registration statement on each securities exchange, if any, on which any of the Common Stock is then listed (unless such Common Stock is already so listed) if such listing is then permitted under the rules of such exchange or with the NASDAQ, National Market System; and
(fx) bear all expenses undertake to take such further actions as may be reasonably requested by the underwriters.
(b) If any registration statement pursuant to Section 3.5 or 3.6 shall have been declared effective and, in connection with the procedures judgment of CU, (A) any event shall occur or state of facts exist (other than as described in paragraphs clause (B)) which requires a notice to the selling holders of Restricted Stock pursuant to clause (vi) of paragraph (a) through (e) of this Section 7.2 3.7 or (B) the offering at the time of Restricted Stock pursuant to such registration statement would adversely affect, or would be improper in view of, a public offering, financing, reorganization, recapitalization, merger, consolidation, acquisition, or other similar transaction, or negotiations, discussions or pending proposals with respect thereto, immediately upon receipt of notice to such effect from CU, Home shall cease to offer or sell any Restricted Stock registered thereunder and cease to deliver or use the registration prospectus in use thereunder. In the case of any matter described in clause (A), CU shall, as promptly as practicable, furnish to each selling holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such prospectus shall not 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 not misleading in the light of the Shares on circumstances then existing. In the case of any matter described in clause (B), CU shall promptly notify Home at such Registration Statement times as, in CU's judgment, such offering may be recommended (which shall be no later than 90 days following such suspension); provided that Home may, in its sole discretion, discontinue such offering with respect to the Restricted Stock covered thereby, in which event Home shall be entitled to "demand" registration rights hereunder to the full extent as if such offering had not been requested. All expenses incurred by CU in complying with Sections 3.5 and the satisfaction 3.6 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of the counsel for CU and blue sky laws of such states, excluding fees and expenses are herein called "Registration Expenses," except for all underwriting discounts and selling commissionscommissions applicable to the sales, legal all fees and disbursements of counsel for any selling holder or accounting expenses holders (including counsel designated by any seller for a "due diligence" investigation of Purchaser CU) and expenses the expense of any special audits incident to or required by law to be borne by Purchasersuch registration, all of which are herein called "Selling Expenses." CU shall be borne by Purchaserpay all Registration Expenses and the selling holder or holders of Restricted Stock being registered shall pay all Selling Expenses.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:: ------------------------------------
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date as soon as practicable, prepare and file with the SEC a registration statement under Commission the Securities Act Registration Statement on a form which is appropriate Form S-3 relating to register the re-sale of one-half of the Shares purchased by the Purchaser hereunderfrom time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions;
(b) use its best reasonable efforts, subject to the receipt of necessary information from the PurchaserPurchasers, to cause such the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective as promptly as practicable but not earlier than on within 60 days after the date one year from the Closing DateRegistration Statement is filed by the Company;
(c) prepare and file with the SEC Commission such amendments and supplements to such the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective until termination the earliest of (i) two years after the effective date of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect, or (iii) such obligation time as provided in Section 7.8 belowall Shares purchased by the Purchaser under this Agreement have been sold;
(d) furnish to the Purchaser with respect to the Shares registered on under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver -------- ------- copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law blue sky clearance for the resale of the Shares in such states of the United States as may be reasonably requested specified in writing by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to -------- ------- qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdictionjurisdiction in which it is not now so qualified or has not so consented; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (ef) of this Section 7.2 7.1 and the registration of the Shares on such pursuant to the Registration Statement Statement, other than fees and expenses, if any, of counsel or other advisers to the satisfaction of Purchaser or the blue sky laws of such statesOther Purchasers or underwriting discounts, excluding underwriting discounts brokerage fees and selling commissionscommissions incurred by the Purchaser or the Other Purchasers, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaserif any.
Appears in 1 contract
Registration Procedures and Expenses. The Company USSC shall:;
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date file with the SEC as soon as reasonably practicable a shelf registration statement under the Securities Act on a Form S-3 or on another form which is appropriate to register the re-sale of one-half resale of the Shares purchased by Purchaser hereunderUSSC Common Stock pursuant to Rule 415 under the Act;
(b) use its commercially reasonable best efforts, subject to receipt of necessary information from and as to the PurchaserShareholders, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on the date one year from the Closing Datepracticable;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith and take such other steps as may be necessary to keep such Registration Statement continuously effective (and current in all material respects subject to Section 6.02) until termination the earlier to occur of (i) such obligation time as provided in Section 7.8 belowall the USSC Common Stock has been sold pursuant thereto or otherwise, or (ii) the date on which all Shareholders are permitted to publicly resell such USSC Common Stock under Rule 144(k) under the Act, as the same may be amended from time to time, or any successor regulation or comparable provision under the Act relating to the resale of restricted or Rule 145(a) securities;
(d) prior to the filing with the SEC of a Registration Statement, including any amendments or supplements thereto, provide the Shareholders' Agent, and one counsel for the Shareholders, the reasonable opportunity to participate in the preparation of such Registration Statement;
(e) furnish to the Purchaser Shareholders' Agent with respect to the Shares USSC Common Stock registered on the Registration Statement (and to each sales or placement agent or each underwriter, if any, of such SharesUSSC Common Stock) copies of the Registration Statement and any amendments or supplements thereto, and such number of copies of prospectuses and any amendments or supplement thereto in conformity with the requirements of the Securities Act as the Purchaser Shareholders' Agent may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares USSC Common Stock by the PurchaserShareholders; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser Shareholders' Agent on behalf of the Shareholders shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Shareholders' Agent and/or the Shareholders that the Purchaser Shareholders will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(ef) file promptly notify the Shareholders' Agent (A) when such documents as may be required Registration Statement, any prospectus included therein or any amendment or supplement to any of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; providedforegoing has been filed and, however, that the Company shall not be required in connection with this paragraph (e) respect to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and or any post-effective amendment thereto, when the satisfaction same has become effective, (B) of any comments which may relate to the Shareholders by the SEC or any request by the SEC for amendments or supplements to such Registration Statement or prospectus or for additional information, (C) of the blue sky laws issuance by the SEC of any stop order suspending the effectiveness of such statesRegistration Statement or the initiation or threatening of any proceedings for that purpose, excluding underwriting discounts or (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the USSC Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(g) cooperate with the Shareholders to facilitate the timely preparation and selling commissionsdelivery of certificates representing USSC Common Stock sold under the Registration Statement, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which certificates shall be borne by Purchaser.not bear any restrictive legends;
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(aA) promptly upon written notice from Purchaser delivered use its best efforts to file a Registration Statement with the Company at any time after ten months from SEC within thirty (30) days following the Closing Date file with to register the SEC a registration statement Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) or on a such other form which is appropriate to register such Registrable Shares for resale from time to time by the re-sale of one-half of the Shares purchased by Purchaser hereunderPurchasers;
(bB) use its best efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause any such Registration Statement filed pursuant to Section 7.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but not earlier than on in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is ninety (90) days following the Closing Date; provided, however, that in the event that a Registration Statement is reviewed by the SEC, then the Effectiveness Deadline Date shall mean, with respect to any Registration Statement, the date that is one year from hundred twenty (120) days following the Closing Date;
(cC) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 7.6 below, subject to the Company's right to suspend pursuant to Section 7.5;
(dD) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Registrable Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(eE) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(F) advise each Purchaser promptly:
(I) of the effectiveness of the Registration Statement or any post-effective amendments thereto;
(II) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(III) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fIV) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(G) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed;
(H) bear all expenses in connection with the procedures in paragraphs (a) through (eg) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states; and
(I) otherwise use commercially reasonable efforts to make available to its security holders no later than the Availability Date (as defined below), excluding underwriting discounts and selling commissionsan earnings statement covering a period of at least twelve (12) months, legal or accounting expenses beginning after the effective date of Purchaser and expenses required by law to be borne by Purchasereach Registration Statement, all which earnings statement shall satisfy the provisions of which shall be borne by PurchaserSection 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 7.2(i), "Availability Date" means the 45th day following the end of the fourth fiscal quarter after the fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter).
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date file with the SEC a registration statement under the Securities Act on a form which is appropriate to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 2.2 below;
(db) furnish to the Purchaser with respect to the Shares registered on the Registration Statement Holder (and to each underwriter, if any, of such SharesRegistrable Securities) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Registrable Securities by the PurchaserHolder; provided, however, that the Company’s obligation pursuant to this section may be satisfied by the electronic delivery of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesfinal prospectus;
(ec) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares Registrable Securities in such states of the United States as may be reasonably requested by the Purchasereach Holder; provided, however, that the Company shall not be required in connection with this paragraph (ec) to (i) qualify as a foreign corporation or generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) execute a general consent to service of process in any jurisdiction, or (iii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation;
(d) advise the Holder promptly:
(i) of the effectiveness of any post-effective amendments to the Registration Statement;
(ii) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiv) of the existence of any fact and the happening of any event, of which the Company has knowledge, that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; and
(e) bear all expenses in connection with the procedures in paragraphs (a) through (ed) of this Section 7.2 2.1 and the registration of the Shares Registrable Securities on such Registration Statement and the satisfaction of the blue sky laws of such statesany state, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaseras applicable.
Appears in 1 contract
Sources: Supplemental Registration Rights Agreement (Mills Corp)
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered to as soon as practicable, but in no event later than thirty (30) days following the Company at any time after ten months from the Closing Date date hereof, prepare and file with the SEC a registration statement Registration Statement on Form SB-2, or such other Form as appropriate, relating to the resale pursuant to Rule 415 under the Securities Act on a form which is appropriate to register the re-sale of one-half of the Shares purchased and Warrant Shares by the Purchaser hereunderfrom time to time on the facilities of any securities market on which the Common Shares are then traded or in privately-negotiated transactions, and specifically excluding underwritten offerings;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, use its best efforts to cause such the Registration Statement (as defined in SECTION 7.2 hereof) to become be declared effective as promptly as practicable but not earlier than on by the date Commission within one year from the Closing Datehundred twenty (120) days after closing date;
(c) promptly and in good faith respond to all Commission's comments on the Registration Statement, and within ten (10) business days of receipt of an indication from the Commission that it has no further comments, request acceleration of the effectiveness of the registration at the earliest practicable time;
(d) prepare and file with the SEC Commission such amendments and supplements to such the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective until termination the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Purchaser may sell all the Shares then held by the Purchaser within a three-month period in accordance with Rule 144 under the Securities Act ("RULE 144"), or (iii) such obligation time as provided in Section 7.8 belowall the Shares purchased by the Purchaser have been sold pursuant to a registration statement;
(de) so long as the Registration Statement is effective covering the resale of the Shares and Warrant Shares owned by the Purchaser, furnish to the Purchaser with respect to the Shares and Warrant Shares registered on under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares and Warrant Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(ef) file such documents as may be required of the Company for normal securities law blue sky clearance for the resale of the Shares in such states of the United States as may be reasonably requested specified in writing by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdiction; andjurisdiction in which it is not so qualified or has not so consented;
(fg) bear with a view to making available to the Purchaser the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Purchaser to sell the Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all expenses in connection of the Purchaser's Shares may be resold within a given three-month period pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Purchaser's Shares shall have been resold and (ii) file with the procedures Commission in paragraphs (a) through (e) of this Section 7.2 a timely manner all reports and the registration other documents required of the Shares on such Registration Statement Company under the Securities Act and under the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by PurchaserExchange Act.
Appears in 1 contract
Sources: Securities Purchase Agreement (Markland Technologies Inc)
Registration Procedures and Expenses. The Company Parent shall:
(aA) promptly upon written notice from Purchaser delivered use its reasonable commercial efforts to the Company at any time after ten months from the Closing Date file with the SEC SEC, within thirty (30) days following the Effective Time of Merger I (as defined in the Reorganization Agreement), a registration statement under Registration Statement on Form S-3 or on such other similar form as the Securities Act on a form which is appropriate Company may be permitted to use to register such Registrable Securities for resale from time to time by the re-sale Holder, which Registration Statement shall contain the Plan of one-half of Distribution attached hereto as Exhibit A (with appropriate adjustments in the Shares purchased by Purchaser hereunderevent that there is more than one selling stockholder);
(bB) use its best efforts, subject to receipt of necessary information from the PurchaserHolder, to cause any such Registration Statement filed pursuant to Section 2.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but not earlier than on practicable, and to remain effective throughout the date one year from the Closing Dateperiod provided in Section 2.3 below;
(cC) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 2.3 below;
(dD) furnish to the Purchaser with respect to the Shares registered on the Registration Statement Holder (and to each underwriter, if any, of such SharesRegistrable Securities) such number of copies of prospectuses and/or prospectus supplements in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Registrable Securities by the PurchaserHolder; provided, however, that Parent's obligation pursuant to this section may be satisfied by the obligation electronic delivery of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesfinal prospectus and/or prospectus supplement;
(eE) file such documents as may be required of the Company Parent for normal securities law clearance for the resale of the Shares Registrable Securities in such states of the United States as may be reasonably requested by the PurchaserHolder; provided, however, that the Company Parent shall not be required in connection with this paragraph (e) to (i) qualify as a foreign corporation or generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) execute a general consent to service of process in any jurisdiction, or (iii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation;
(F) advise the Holder promptly:
(I) of the effectiveness of any post-effective amendments to the Registration Statement;
(II) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(III) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes;
(IV) of the existence of any fact and the happening of any event, of which Parent has knowledge, that makes any statement of a material fact made in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; and
(fV) the filing of any prospectus supplement and/or amendment to the Registration Statement as a result of which there is no longer an untrue statement or an omission of the type described in Section 2.2(f)(iv); and
(G) bear all fees and expenses in connection with the procedures in paragraphs (a) through (ef) of this Section 7.2 2.2 and the registration of the Shares Registrable Securities on such Registration Statement and the satisfaction of the blue sky laws of such statesany state, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaseras applicable.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Virologic Inc)
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered use its commercially reasonable efforts, subject to the Company at any time after ten months receipt of necessary information from the Purchasers, to file a Registration Statement with the SEC within thirty (30) days following the Closing Date file with (the SEC a registration statement “Filing Deadline”) to register the Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) or on a such other form which is appropriate to register such Registrable Shares for resale from time to time by the re-sale of one-half of the Shares purchased by Purchaser hereunderPurchasers;
(b) use its best commercially reasonable efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause any such Registration Statement filed pursuant to Section 7.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but not earlier than on in any event by the date (the “Effectiveness Deadline Date”) that is ninety (90) days following the Closing Date; provided, however, that in the event that a Registration Statement is reviewed by the SEC, then the Effectiveness Deadline Date shall mean, with respect to any Registration Statement, the date that is one year from hundred twenty (120) days following the Closing Date;
(c) use its commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith therewith, as promptly as practicable, as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 7.6 below, subject to the Company’s right to suspend pursuant to Sections 7.5(b) or 7.5(c);
(d) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Purchaser’s Registrable Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the PurchaserPurchasers; provided, however, that the obligation of the Company to deliver copies of such prospectuses to the a Purchaser shall be subject to the receipt by the Company of reasonable assurances from the such Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) advise each Purchaser promptly:
(i) of the effectiveness of the Registration Statement or any post-effective amendments thereto;
(ii) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(iii) after it has received notice or obtained knowledge of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(g) use its commercially reasonable efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed;
(h) bear all expenses in connection with the procedures in paragraphs (a) through (eg) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states; and
(i) otherwise use commercially reasonable efforts to make available to its security holders no later than the Availability Date (as defined below), excluding underwriting discounts and selling commissionsan earnings statement covering a period of at least twelve (12) months, legal or accounting expenses beginning after the effective date of Purchaser and expenses required by law to be borne by Purchasereach Registration Statement, all which earnings statement shall satisfy the provisions of which shall be borne by PurchaserSection 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter after the fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).
Appears in 1 contract
Sources: Securities Purchase Agreement (Allos Therapeutics Inc)
Registration Procedures and Expenses. The Company shall(a) If and whenever BOH is required by the provisions of this Article III to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act (or any successor federal securities law), PCBG and its Affiliates (including the underwriters in the case of a registration of Underlying Shares) (individually referred to as a "selling holder" or "holder" and collectively referred to as "selling holders" or "holders") will furnish in writing such information as is reasonably requested by BOH for inclusion in the registration statement relating to such offering and such other information and documentation as BOH shall reasonably request, and BOH will, as expeditiously as possible:
(ai) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC or any other federal agency at the time administering the Securities Act (or a successor federal securities law) a registration statement under with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the Securities Act on a form which is appropriate to register the re-sale successful marketing of one-half of the Shares purchased by Purchaser hereundersuch securities, but not exceeding 90 days;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(cii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination and to comply with the provisions of such obligation as provided in Section 7.8 belowthe Securities Act;
(diii) furnish to the Purchaser with respect to the Shares each selling holder of Restricted Stock being registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses a prospectus and preliminary prospectus in conformity with the requirements of the Securities Act (or any successor federal securities law), and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Stock being registered owned by such seller;
(iv) furnish, at the Purchaserrequest of any holder or holders of securities being registered pursuant to this Article III, on the date that such securities are delivered to the underwriters for sale pursuant to such registration or if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective (A) an opinion dated such date of independent counsel representing BOH for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, stating that such registration statement has become effective under the Securities Act (or such successor law) and that (a) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or such successor federal securities law); (b) the registration statement, the related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act (or such successor law) and the applicable rules and regulations of the SEC thereunder, except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (c) such counsel (subject to such customary limitation on the scope of their investigation as shall be set forth in such opinion) has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (d) the descriptions in the registration statement and in the prospectus, or any amendment or supplement thereto, of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described and filed as required; and (B) a letter dated such date, from the independent certified public accountants of BOH, addressed to the underwriters, if any, and to the holder or holders by or on behalf of whom a request is made, stating that they are independent certified public accountants within the meaning of the Securities Act (or such successor law) and that in the opinion of such accountants the financial statements and other financial data of BOH included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (or such successor law). Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holder of Restricted Stock being registered may reasonably request;
(v) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such selling holder of such Restricted Stock shall reasonably request and do any and all other acts and things which may be necessary or reasonably desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions as may be requested by such seller; provided, however, that the BOH shall have no obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business in any jurisdiction or execute to file a general consent to service of process in any jurisdiction;
(vi) notify each selling holder of Restricted Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or any successor Federal securities law), of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) provide a transfer agent and registrar for all Restricted Stock covered by such registration statement not later than the effective date of such registration statement;
(ix) use its best efforts to list all Common Stock covered by such registration statement on each securities exchange, if any, on which any of the Common Stock is then listed (unless such Common Stock is already so listed) if such listing is then permitted under the rules of such exchange or with the NASDAQ, National Market System; and
(fx) bear all expenses undertake to take such further actions as may be reasonably requested by the underwriters.
(b) If any registration statement pursuant to Section 3.5 or 3.6 shall have been declared effective and, in connection with the procedures judgment of BOH, (A) any event shall occur or state of facts exist (other than as described in paragraphs clause (B)) which requires a notice to the selling holders of Restricted Stock pursuant to clause (vi) of paragraph (a) through (e) of this Section 7.2 3.7 or (B) the offering at the time of Restricted Stock pursuant to such registration statement would adversely affect, or would be improper in view of, a public offering, financing, reorganization, recapitalization, merger, consolidation, acquisition, or other similar transaction, or negotiations, discussions or pending proposals with respect thereto, immediately upon receipt of notice to such effect from BOH, PCBG shall cease to offer or sell any Restricted Stock registered thereunder and cease to deliver or use the registration prospectus in use thereunder. In the case of any matter described in clause (A), BOH shall, as promptly as practicable, furnish to each selling holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such prospectus shall not 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 not misleading in the light of the Shares on circumstances then existing. In the case of any matter described in clause (B), BOH shall promptly notify PCBG at such Registration Statement and the satisfaction of the blue sky laws of times as, in BOH's judgment, such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to offering may be borne by Purchaser, all of recommended (which shall be borne by Purchaserno later than 90 days following such suspension); provided that PCBG may, in its sole discretion, discontinue such offering with respect to the Restricted Stock covered thereby, in which event PCBG shall be entitled to "demand" registration rights hereunder to the full extent as if such offering had not been requested.
Appears in 1 contract
Sources: Warrant Purchase Agreement (Pacific Community Banking Group)
Registration Procedures and Expenses. The Company shall(a) If and whenever Tehama is required by the provisions of this Article III to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act (or any successor federal securities law), Humboldt and its Affiliates (including the underwriters in the case of a registration of Underlying Shares) (individually referred to as a "selling holder" or "holder" and collectively referred to as "selling holders" or "holders") will furnish in writing such information as is reasonably requested by Tehama for inclusion in the registration statement relating to such offering and such other information and documentation as Tehama shall reasonably request, and Tehama will, as expeditiously as possible:
(ai) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC or any other federal agency at the time administering the Securities Act (or a successor federal securities law) a registration statement under with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the Securities Act on a form which is appropriate to register the re-sale successful marketing of one-half of the Shares purchased by Purchaser hereundersuch securities, but not exceeding 90 days;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(cii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination and to comply with the provisions of such obligation as provided in Section 7.8 belowthe Securities Act;
(diii) furnish to the Purchaser with respect to the Shares each selling holder of Restricted Stock being registered on the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses a prospectus and preliminary prospectus in conformity with the requirements of the Securities Act (or any successor federal securities law), and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Stock being registered owned by such seller;
(iv) furnish, at the Purchaserrequest of any holder or holders of securities being registered pursuant to this Article III, on the date that such securities are delivered to the underwriters for sale pursuant to such registration or if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective (A) an opinion dated such date of independent counsel representing Tehama for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, stating that such registration statement has become effective under the Securities Act (or such successor law) and that (a) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or such successor federal securities law); (b) the registration statement, the related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act (or such successor law) and the applicable rules and regulations of the SEC thereunder, except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (c) such counsel (subject to such customary limitation on the scope of their investigation as shall be set forth in such opinion) has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (d) the descriptions in the registration statement and in the prospectus, or any amendment or supplement thereto, of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described and filed as required; and (B) a letter dated such date, from the independent certified public accountants of Tehama, addressed to the underwriters, if any, and to the holder or holders by or on behalf of whom a request is made, stating that they are independent certified public accountants within the meaning of the Securities Act (or such successor law) and that in the opinion of such accountants the financial statements and other financial data of Tehama included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (or such successor law). Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holder of Restricted Stock being registered may reasonably request;
(v) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such selling holder of such Restricted Stock shall reasonably request and do any and all other acts and things which may be necessary or reasonably desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions as may be requested by such seller; provided, however, that the Tehama shall have no obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business in any jurisdiction or execute to file a general consent to service of process in any jurisdiction;
(vi) notify each selling holder of Restricted Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or any successor Federal securities law), of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) provide a transfer agent and registrar for all Restricted Stock covered by such registration statement not later than the effective date of such registration statement;
(ix) use its best efforts to list all Common Stock covered by such registration statement on each securities exchange, if any, on which any of the shares of Common Stock is then listed (unless such Common Stock is already so listed) if such listing is then permitted under the rules of such exchange or with the NASDAQ, National Market System; and
(fx) bear all expenses undertake to take such further actions as may be reasonably requested by the underwriters.
(b) If any registration statement pursuant to Section 3.5 or 3.6 shall have been declared effective and, in connection with the procedures judgment of Tehama, (A) any event shall occur or state of facts exist (other than as described in paragraphs clause (B)) which requires a notice to the selling holders of Restricted Stock pursuant to clause (vi) of paragraph (a) through (e) of this Section 7.2 3.7 or (B) the offering at the time of Restricted Stock pursuant to such registration statement would adversely affect, or would be improper in view of, a public offering, financing, reorganization, recapitalization, merger, consolidation, acquisition, or other similar transaction, or negotiations, discussions or pending proposals with respect thereto, immediately upon receipt of notice to such effect from Tehama, Humboldt shall cease to offer or sell any Restricted Stock registered thereunder and cease to deliver or use the registration prospectus in use thereunder. In the case of any matter described in clause (A), Tehama shall, as promptly as practicable, furnish to each selling holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such prospectus shall not 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 not misleading in the light of the Shares on circumstances then existing. In the case of any matter described in clause (B), Tehama shall promptly notify Humboldt at such Registration Statement times as, in Tehama's judgment, such offering may be recommenced (which shall be no later than 90 days following such suspension); provided that Humboldt may, in its sole discretion, discontinue such offering with respect to the Restricted Stock covered thereby, in which event Humboldt shall be entitled to "demand" registration rights hereunder to the full extent as if such offering had not been requested. All expenses incurred by Tehama in complying with Sections 3.5 and 3.6 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for Tehama, the satisfaction expense of the any special audits incident to or required by such registration, and blue sky laws of such states, excluding fees and expenses are herein called "Registration Expenses," except for all underwriting discounts and selling commissionscommissions applicable to the sales, legal all fees and disbursements of counsel for any selling holder or accounting expenses holders (including counsel designated by any seller for a "due diligence" investigation of Purchaser and expenses required by law to be borne by PurchaserTehama), all of which are herein called "Selling Expenses." Tehama shall be borne by Purchaserpay all Registration Expenses and the selling holder or holders of Restricted Stock being registered shall pay all Selling Expenses.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered use its best efforts to file a Registration Statement with the Company at any time after ten months from SEC within thirty (30) days following the Closing Date file with to register the SEC a registration statement Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of the Registrable Shares under SEC Rule 415) or on a such other form which is appropriate to register the re-sale of one-half all of the Registrable Shares purchased for resale from time to time by Purchaser hereunderthe Purchasers;
(b) use its best efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is thirty (30) days following the date of the initial filing of the Registration Statement with the SEC; provided, however, that in the event that the Registration Statement or any documents incorporated therein by reference are reviewed by the SEC, then the Effectiveness Deadline Date shall mean the date that is one year from hundred twenty (120) days following the Closing Date;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.6 below, subject to the Company's right to suspend pursuant to Section 7.5;
(d) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Registrable Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) advise each Purchaser promptly:
(i) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (eiii) of this Section 7.2 the existence of any fact and the registration happening of any event that makes any statement of a material fact made in the Shares on such Registration Statement and Statement, the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.prospectus and
Appears in 1 contract
Registration Procedures and Expenses. The Company If and whenever BCC is required to include the Shares held by the Shareholders in a registration statement under the Securities Act, as provided in SECTION 1.1 hereof, BCC shall, as expeditiously as is reasonably practicable, do each of the following:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC a registration statement under the Securities Act on a form which is appropriate with respect to register the re-sale of one-half of the Shares purchased held by Purchaser hereunderthe Shareholders and, subject to the limitations under SECTION 1.1 hereof, use its best efforts to cause such registration statement to become effective and remain effective as provided herein;
(b) use its best efforts, subject to receipt cooperate with the Shareholders and any underwriter who shall sell the Shares held by the Shareholders in connection with their review of necessary information from the Purchaser, to cause BCC made in connection with such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Dateregistration;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination the earlier to occur of the sale of all of the Shares by the Shareholders and the date 30 days following the first anniversary of the effectiveness of the registration statement, and to comply with the provisions of the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the disposition of all the Shares covered by such obligation as provided in Section 7.8 belowregistration statement for such period;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) Shareholders such number of copies of prospectuses the prospectus forming a part of such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act Act, and such other documents as the Purchaser Shareholders may reasonably request, request in order to facilitate the public sale or other disposition of the Shares by the PurchaserShares; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;and
(e) file notify the Shareholders at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus forming a part of such documents registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of the Shareholders, prepare and furnish to the Shareholders a reasonable number of copies of any supplement to or any amendment of such prospectus that may be required necessary so that, as thereafter delivered to the purchasers of the Company for normal securities law clearance for Shares, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the resale statements therein not misleading in light of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchasercircumstances then existing.
Appears in 1 contract
Sources: Registration Rights Agreement (Billing Concepts Corp)
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered use its best efforts to file a Registration Statement with the Company at any time after ten months from SEC within thirty (30) days following the Closing Date file with to register the SEC a registration statement Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) or on a such other form which is appropriate to register such Registrable Shares for resale from time to time by the re-sale of one-half of the Shares purchased by Purchaser hereunderPurchasers;
(b) use its best efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause any such Registration Statement filed pursuant to Section 7.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but not earlier than on in any event by the date (the “Effectiveness Deadline Date”) that is ninety (90) days following the Closing Date; provided, however, that in the event that a Registration Statement is reviewed by the SEC, then the Effectiveness Deadline Date shall mean, with respect to any Registration Statement, the date that is one year from hundred twenty (120) days following the Closing Date;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 7.6 below, subject to the Company’s right to suspend pursuant to Section 7.5;
(d) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Registrable Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.States
Appears in 1 contract
Registration Procedures and Expenses. The Company hereby agrees that it shall:
(a) promptly upon written notice from Purchaser delivered use its reasonable commercial efforts to the Company at any time after ten months from the Closing Date prepare and file with the SEC Securities and Exchange Commission (the "SEC"), as soon as reasonably practicable after the date of the Contribution, a registration statement under on Form S-3 covering the Securities Act on a form which is appropriate Registrable Shares (the "Registration Statement"), to register enable the re-sale Manager to sell the Registrable Shares from time to time in the manner contemplated by the plan of one-half of distribution set forth in the Shares purchased by Purchaser hereunder;
(b) Registration Statement, and use its best efforts, subject to receipt of necessary information from the Purchaser, reasonable commercial efforts to cause such Registration Statement to become be declared effective as reasonably promptly as practicable but not possible after filing and to remain continuously effective until the earlier than on of (i) the date one year from on which all Registrable Shares are sold, and (ii) the Closing Datesecond anniversary of the date of the Contribution (the "Registration Period");
(cb) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such the Registration Statement and the prospectus used filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), or if no such filing is required, as included in connection therewith the Registration Statement (the "Prospectus"), as may be necessary to keep such the Registration Statement effective at all times until termination the end of such obligation as provided in Section 7.8 belowthe Registration Period;
(dc) furnish to the Purchaser Manager with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Prospectus in conformity with the requirements of the Securities Act Act, and such other documents as the Purchaser Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesManager;
(ed) use its reasonable commercial efforts to file such documents as may be required of the Company for normal securities law blue sky clearance for the resale of the Shares in such states of as the United States as may be Manager shall reasonably requested by the Purchaserdesignate in writing; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdictionjurisdiction in which it is not now so qualified or has not so consented;
(e) use its reasonable commercial efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the "NYSE") in connection with the filing of the Registration Statement under Section 1.1(a); and
(f) bear all expenses in connection with the procedures in actions contemplated by paragraphs (a) through (e) of this Section 7.2 1.1 and the registration of the Registrable Shares on pursuant to the Registration Statement, including fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares in an aggregate amount not to exceed $12,000, but excluding underwriting discounts, brokerage fees and commissions incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1.1 that the Manager shall provide such Registration Statement reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold, and the satisfaction intended method or methods of disposition of the blue sky laws of such statesRegistrable Shares, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which as shall be borne by Purchaserrequired to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Registration Procedures and Expenses. The Company shallhereby:
(a) promptly upon written notice from Purchaser delivered agrees that it shall use its reasonable commercial efforts to the Company at any time after ten months from the Closing Date prepare and file with the SEC Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable after the date of the Contribution, a registration statement under on Form S-3 covering the Securities Act on a form which is appropriate Registrable Shares (the “Registration Statement”), to register enable the re-sale Manager to sell the Registrable Shares from time to time in the manner contemplated by the plan of one-half of distribution set forth in the Shares purchased by Purchaser hereunderRegistration Statement;
(b) agrees that it shall use its best efforts, subject to receipt of necessary information from the Purchaser, reasonable commercial efforts to cause such the Registration Statement to become be declared effective as promptly as practicable but not possible after filing and to remain continuously effective until the earlier than on of (i) the date one year from on which all Registrable Shares are sold, and (ii) the Closing Datesecond anniversary of the date of the Contribution (the “Registration Period”);
(c) agrees that it shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such the Registration Statement and the prospectus used filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (“Securities Act”), or if no such filing is required, as included in connection therewith the Registration Statement (the “Prospectus”), as may be necessary to keep such the Registration Statement effective until termination of such obligation as provided in Section 7.8 belowat all times during the Registration Period;
(d) agrees that it shall furnish to the Purchaser Manager with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Prospectus in conformity with the requirements of the Securities Act and such other documents as the Purchaser Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesManager;
(e) agrees that it shall use its reasonable commercial efforts to file such documents as may be required of the Company for normal securities law blue sky clearance for the resale of the Shares in such states of the United States as may be reasonably requested specified in writing by the PurchaserManager; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdictionjurisdiction in which it is not now so qualified or has not so consented;
(f) agrees that it shall use its reasonable commercial efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”); and
(fg) agrees that it shall bear all expenses in connection with the procedures actions referred to in paragraphs (a) through (ef) of this Section 7.2 1.1 and the registration of the Registrable Shares on pursuant to the Registration Statement, including fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares, in an aggregate amount not to exceed $15,000, but excluding underwriting discounts, brokerage fees and commissions incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1.1 that the Manager shall provide such Registration Statement reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold, and the satisfaction intended method or methods of disposition of the blue sky laws of such statesRegistrable Shares, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which as shall be borne by Purchaserrequired to effect the registration of the Registrable Shares.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered within fourteen (14) days immediately following each Closing, such actual date being referred to as the Company at any time after ten months from the Closing Date “Registration Date,” prepare and file with the SEC a registration statement on Form S-3 in order to register with the SEC under the Securities Act a sale by CELL GENESYS on a form delayed or continuous basis pursuant to Rule 415 under the Securities Act any or all of the Registrable Shares then issued at such Closing through the automated quotation system of the Nasdaq National Market System or the facilities of any national securities exchange on which the Company’s Common Stock is appropriate then traded, or in privately-negotiated transactions (a “Registration Statement”) (notwithstanding anything to the contrary expressed or implied herein, if a registration statement on Form S-3, or any substitute form, is not then available for registration of the Registrable Shares, the Company shall be obligated instead to prepare and file with the SEC a registration statement on Form S-1 in order to register the re-sale Registrable Shares under the Securities Act and such registration statement will be a “Registration Statement” for the purposes of one-half of the Shares purchased by Purchaser hereunderthis Agreement);
(b) use its best efforts, subject to receipt of necessary information from the PurchaserCELL GENESYS, use its commercially reasonably efforts to cause such Registration Statement to become effective as promptly soon as practicable but not earlier than on possible after the date one year from the Closing Registration Date, and take all other reasonable actions necessary under any federal law or regulation to permit all Registrable Shares to be sold or otherwise disposed of thereunder;
(c) promptly notify CELL GENESYS, at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in or relating to such Registration Statement contains an Untrue Statement;
(d) promptly prepare and file with the SEC SEC, and deliver to CELL GENESYS, such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 8.7 below;
(de) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such Shares) CELL GENESYS such number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably requestAct, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesCELL GENESYS;
(ef) file such documents as may be required of the Company for normal state securities law clearance for the resale of the Registrable Shares in such which states of the United States as may be reasonably requested by the Purchaser; CELL GENESYS provided, however, that the Company shall not be required in connection with this paragraph (ef) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(g) no later than the Registration Date, use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and
(fh) bear all expenses in connection with the procedures in paragraphs Section 8.2, other than (ai) through fees and expenses, if any, of counsel or other advisers to CELL GENESYS, and (eii) of this Section 7.2 and any expenses relating to the registration sale of the Registrable Shares on such Registration Statement by CELL GENESYS, including broker’s commission, discounts or fees and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchasertransfer taxes.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) as promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date as practicable, prepare and file with the SEC a registration statement under Commission the Securities Act Registration Statement on a form which is appropriate Form S-3 relating to register the re-sale of one-half of the Shares purchased by Purchaser hereunderthe Purchasers from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions;
(b) use its best reasonable efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause such the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective as promptly as practicable but not earlier than on within 90 days after the date one year from Registration Statement is filed by the Closing DateCompany;
(c) prepare and file with the SEC Commission such amendments and supplements to such the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective until termination the earlier of such obligation as provided in Section 7.8 below(i) twenty-four months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;
(d) furnish to the each Purchaser with respect to the Shares registered on under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law blue sky clearance for the resale of the Shares in such states of the United States as may be reasonably requested specified in writing by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation to do business or execute a general consent to service of process in any jurisdictionjurisdiction in which it is not now so qualified or has not so consented; and
(f) bear all expenses in connection with the procedures in paragraphs (a) through (ed) of this Section 7.2 7.1 and the registration of the Shares on such pursuant to the Registration Statement Statement, other than fees and expenses, if any, of counsel or other advisers to the satisfaction of Purchasers or underwriting discounts, placement fees, brokerage fees or commissions incurred by the blue sky laws of such statesPurchasers, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaserif any.
Appears in 1 contract
Registration Procedures and Expenses. The If and whenever the Company shallis required by the provisions of Section 4 or 5 hereof to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act, the Company will use its best efforts to effect the registration as expeditiously as possible and will, as expeditiously as possible:
(a) promptly upon written notice from Purchaser delivered prepare (and afford counsel for the selling holders reasonable opportunity to the Company at any time after ten months from the Closing Date review and comment thereon) and file with the SEC Commission a registration statement under (which, in the Securities Act case of an underwritten public offering pursuant to Section 4 hereof, shall be on a form which is appropriate Form S-3) with respect to register such securities and use its best efforts to cause such registration statement to become and remain effective for the re-sale of one-half period of the Shares purchased by Purchaser hereunderdistribution contemplated thereby (determined as hereinafter provided);
(b) use its best efforts, subject prepare (and afford counsel for the selling holders reasonable opportunity to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(creview and comment thereon) prepare and file with the SEC Commission such amendments and supplements sup plements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination for the period specified in paragraph (a) above and as comply with the provisions of such obligation as provided in Section 7.8 below;
(d) furnish to the Purchaser Securities Act with respect to the Shares registered on disposition of all Restricted Stock covered by such registration statement in accordance with the Registration Statement sellers' intended method of disposition set forth in such registration statement for such period;
(c) furnish to each seller and to each underwriter, if any, of such Shares) underwriter such number of copies of prospectuses in conformity with the requirements of registration statement and the Securities Act prospectus included therein (including each preliminary prospectus) as the Purchaser such persons may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Stock covered by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesregistration statement;
(ed) file use its best efforts to register or qualify, to the extent required by applicable law, the Restricted Stock covered by such documents registration statement under the se curities or blue sky laws of such jurisdictions as may be required the sellers of Restricted Stock or, in the Company for normal securities law clearance for case of an underwritten public offering, the resale of the Shares in such states of the United States as may be managing underwriter, shall reasonably requested by the Purchaser; provided, however, request (provided that the Company shall will not be required to (i) qualify generally to do business in connection with any jurisdiction where it would not otherwise be required to qualify but for this paragraph (ed), (ii) subject itself to qualify as a foreign corporation taxation in any such jurisdiction or execute a general (iii) consent to general service of process in any jurisdiction);
(e) immediately notify each seller under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) use its best efforts (if the offering is underwritten) to furnish, at the request of any seller, on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, covering substantially the same matters with respect to the registration statement and prospectus included therein as are customarily covered in opinions of issuer's counsel delivered to the underwriters in comparable underwritten public offerings, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, in form customarily furnished to underwriters in firm commitment underwritten public offerings providing substantially that they are indepen dent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters may reasonably request; and
(fg) bear make available for inspection by each seller, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all expenses financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and permit such seller, attorney, accountant or agent to participate in the procedures in preparation of such registration statement. For purposes of paragraphs (a) through and (eb) above, the period of this Section 7.2 distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the Shares on sale of all Restricted Stock covered thereby or six months after the effective date thereof. In connection with each registration hereunder, the selling holders of Restricted Stock will furnish to the Company in writing such Registration Statement information with respect to themselves and the satisfaction proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 4 or 5 hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the blue sky laws Company's size and investment stature, PROVIDED, HOWEVER, that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof and PROVIDED, FURTHER, HOWEVER, that the time and place of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which the closing under said agreement shall be borne by Purchaseras mutually agreed upon among the Company, such managing underwriter and the selling holders of Restricted Stock.
Appears in 1 contract
Registration Procedures and Expenses. The Company shall:
(a) promptly upon written notice from Purchaser delivered within thirty (30) days after the Closing Date and in sufficient time to the Company at any time after ten months have such registration effective ninety (90) days from the Closing Date Date, file with the SEC a registration statement under the Securities Act on a form which is appropriate to register the re-sale of one-half of Common Stock underlying the Shares purchased by and the Shares underlying the Stock Purchaser hereunderWarrant of even date;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on the date one year from the Closing Datepracticable;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.9 below;
(d) furnish to the Purchaser with respect to the Shares Common Stock registered on the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Common Stock by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares Common Stock in such which states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and;
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares Common Stock on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding including the reasonable fees and expenses of legal counsel to the Purchaser in connection with the procedures in paragraph (a) through (e) of this Section 7.2, other than underwriting discounts and selling commissions, legal commissions or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser; and
(g) in the event of the failure of Company to procure registration of the Common Stock underlying the Shares within ninety (90) days from the Closing Date, all Company will pay Purchaser by wire transfer, as liquidated damages for such failure and not as a penalty, $20,000 for each of which the first two months and $40,000 for each month thereafter that the registration statement is not effective beginning ninety (90) days from the Closing Date or does not remain effective pursuant to Section 7.7 of this Agreement after such date. If the Company does not remit the damages to the Purchaser as set forth above, the Company will pay the Purchaser reasonable costs of collection, including attorneys fees, in addition to the liquidated damages. Such payment shall be borne by made to the Purchaser immediately if the registration of the Shares is not effected; provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Shares pursuant to this Section. The registration of the Shares pursuant to this provision shall not affect or limit Purchaser's other rights or remedies as set forth in this Agreement.
Appears in 1 contract
Sources: 5% Preferred Stock Securities Purchase Agreement (Pharmos Corp)
Registration Procedures and Expenses. The If and whenever the Company shallis required by the provisions of this paragraph 5 to use its best efforts to effect the registration of any of the Restricted Securities under the Act, each selling shareholder will furnish in writing such information as is reasonably requested by the Company for inclusion in the registration statement relating to such offering and such other information and documentation as the Company shall reasonably request, and the Company will, as expeditiously as possible:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date Prepare and file with the SEC Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the successful marketing of such securities but not exceeding ninety (90) days for a firm commitment underwritten offering pursuant to paragraph 5.3(a) hereof; six (6) months for an offering pursuant to paragraph 5.3(b) hereof; or, with regard to an offering pursuant to paragraph 5.4 hereof, ninety (90) days or for that period asso- ciated with the offering which gave rise to rights under the Securities Act on a form which paragraph 5.4 hereof, whichever is appropriate to register the re-sale of one-half of the Shares purchased by Purchaser hereunder;longer.
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(c) prepare Prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Act; and to keep such Registration Statement registration statement effective until termination for that period of such obligation as provided time specified in Section 7.8 below;paragraph 5.5(a).
(dc) furnish to the Purchaser with respect to the Shares registered on the Registration Statement (and Furnish to each underwriter, if any, of such Shares) selling shareholder such number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition of the Shares Restricted Securities owned by such seller;
(d) If the Company is required by the Purchaser; providedunderwriter(s), howeverif any, of the securities registered in a registration under this paragraph 5 to deliver an opinion of counsel to such underwriter(s) in connection with such registration, and if requested by any holder(s) of Restricted Securities participating in such registration, furnish such opinion to such holder(s) on the day of delivery to the underwriter(s), addressed to such underwriter(s) and to such holder(s), containing substantially the following provisions: (i) that the obligation registration statement covering such registration of securities has become effective under the Act; (ii) that, to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Act; (iii) that at the time the registration statement became effective, the registration statement and the related prospectus complied as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and related schedules contained therein); (iv) that while such counsel has not independently verified the accuracy or completeness of the information contained therein, such counsel has no reason to believe that the registration statement at the time it became effective or the prospectus contained any untrue statement of a material fact or omitted to state a materail fact required to be stated therein or necessary to make the statements therein not misleading; (v) that the descriptions in the registration statement and the prospectus, and any amendments or supplements thereto, of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate and fairly present the information required to be stated therein concerning such matters, contracts, documents and instruments; and (vi) that such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described or filed as required. Such opinion shall be in such form as is customary for similar opinions delivered by such counsel so long as such form is acceptable to the underwriter(s).
(e) If the Company is required by the underwriter(s), if any, of the securities registered in a registration under this paragraph 5 to deliver a letter from the independent certified public accountants of the Company to deliver copies such underwriter(s) in connection with such registration, and if requested by any holder(s) of prospectuses Restricted Securities participating in such registration, furnish such letter to such holder(s) on the day of delivery to the Purchaser shall be subject underwriter(s), addressed to such underwriter(s) and to such holder(s), providing substantially that such accountants are independent certified public accountants within the receipt by meaning of the Act and that in the opinion of such accountants, the financial statements and other financial data of the Company of reasonable assurances from included in the Purchaser that registration statement and the Purchaser will prospectus, any amendment or supplement thereto, comply as to form in all material respects with the applicable provisions accounting requirements of the Securities Act Act, and of such other securities laws matters as may be applicable are customary in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; andpublic offerings.
(f) bear all expenses in connection with Use its best efforts to register or qualify the procedures in paragraphs (a) through (e) of this Section 7.2 and the Restricted Securities covered by such registration of the Shares on statement under such Registration Statement and the satisfaction of the other securities or blue sky laws of such states, jurisdictions as each such selling stockholder shall reasonably request and do any and all other acts and things which may be necessary or desirable to enable such seller to consummate the public sale or other disposition in such jurisdiction of the Restricted Securities owned by such seller.
(a) only an the expense of any special audits incident to or required by any registrations (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) are herein called Registration Expenses; and all underwriting discounts and selling commissionscommissions applicable to the sales and all other fees and disbursements of counsel for the selling stockholders are herein called Selling Expenses. The Company will pay all Registration Expenses in connection with each registration pursuant to paragraphs 5.3 and 5.4, legal or accounting expenses except as may be required to update any regis- tration statement kept effective for more than the period of Purchaser and expenses time required by law paragraph 5.5(a). All Selling Expenses in connection with each registration pursuant to be borne by Purchaser, all of which paragraphs 5.3 and 5.4 shall be borne by Purchaserthe Company and the selling stockholders pro rata in proportion to the securities covered thereby being sold by them, except for the aforementioned fees and disbursements of counsel for the selling shareholders, which expense shall be borne solely by such shareholders. In the event holders of Restricted Securities propose to sell Restricted Securities in accordance with this paragraph 5 pursuant to an underwritten offering, the Company shall have the right to approve the managing underwriter(s) for such offering; PROVIDED, HOWEVER, that such approval shall not be unreasonably withheld.
Appears in 1 contract
Sources: Capital Stock Investment Agreement (Aehr Test Systems)
Registration Procedures and Expenses. The Company shallshall within 90 days following the Closing Date:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC a an S-3 registration statement under the Securities Act (providing for shelf registration of the Common Stock under SEC Rule 415) on a form which is appropriate to register the re-sale of one-half all of the Shares purchased by Purchaser hereunderRegistrable Shares;
(b) use its best efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on and thereafter to use its best efforts to keep such Registration Statement continuously effective for the date one year from resale of the Closing DateRegistrable Shares until all such Registrable Shares are sold;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.6 below;
(d) furnish to the each Purchaser with respect to the Shares registered on the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesPurchasers;
(e) prepare and file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such which states of the United States as may be reasonably requested by the Purchaser; each Purchaser provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;
(f) advise each Purchaser promptly:
(i) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto:
(ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(fiii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus, and amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading;
(g) upon the occurrence of any event described in Section 7.2(f)(ii) above, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any such Registration Statement or the lifting of such suspension;
(h) use its best efforts to cause all Registrable Shares to be listed on each securities exchange or automated interdealer quotation system, if any, on which equity securities by the Company are then listed or quoted;
(i) bear all expenses in connection with the procedures in paragraphs (a) through (eg) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting other than any (i) fees and expenses, if any, of counsel or other advisors to the Purchasers and (ii) expenses relating to the sale of the Registrable Shares by the Purchasers, including broker's commission, discounts or fees and selling commissions, legal transfer taxes; and
(j) on or accounting expenses before the effective date of Purchaser and expenses required by law to be borne by Purchaser, all such Registration Statement provide the transfer agent of which shall be borne by Purchaserthe Company with printed share certificates for the Registrable Shares.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Registration Procedures and Expenses. The Company Parent shall:
(a) promptly upon written notice from Purchaser delivered use its reasonable commercial efforts to the Company at any time after ten months from the Closing Date file with the SEC SEC, within thirty (30) days following the Effective Time of Merger I (as defined in the Reorganization Agreement), a registration statement under Registration Statement on Form S-3 or on such other similar form as the Securities Act on a form which is appropriate Company may be permitted to use to register such Registrable Securities for resale from time to time by the re-sale Holder, which Registration Statement shall contain the Plan of one-half of Distribution attached hereto as Exhibit A (with appropriate adjustments in the Shares purchased by Purchaser hereunderevent that there is more than one selling stockholder);
(b) use its best efforts, subject to receipt of necessary information from the PurchaserHolder, to cause any such Registration Statement filed pursuant to Section 2.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but not earlier than on practicable, and to remain effective throughout the date one year from the Closing Dateperiod provided in Section 2.3 below;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 2.3 below;
(d) furnish to the Purchaser with respect to the Shares registered on the Registration Statement Holder (and to each underwriter, if any, of such SharesRegistrable Securities) such number of copies of prospectuses and/or prospectus supplements in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Registrable Securities by the PurchaserHolder; provided, however, that Parent’s obligation pursuant to this section may be satisfied by the obligation electronic delivery of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesfinal prospectus and/or prospectus supplement;
(e) file such documents as may be required of the Company Parent for normal securities law clearance for the resale of the Shares Registrable Securities in such states of the United States as may be reasonably requested by the PurchaserHolder; provided, however, that the Company Parent shall not be required in connection with this paragraph (e) to (i) qualify as a foreign corporation or generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) execute a general consent to service of process in any jurisdiction, or (iii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation;
(f) advise the Holder promptly:
(i) of the effectiveness of any post-effective amendments to the Registration Statement;
(ii) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes;
(iv) of the existence of any fact and the happening of any event, of which Parent has knowledge, that makes any statement of a material fact made in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; and
(fv) the filing of any prospectus supplement and/or amendment to the Registration Statement as a result of which there is no longer an untrue statement or an omission of the type described in Section 2.2(f)(iv); and
(g) bear all fees and expenses in connection with the procedures in paragraphs (a) through (ef) of this Section 7.2 2.2 and the registration of the Shares Registrable Securities on such Registration Statement and the satisfaction of the blue sky laws of such statesany state, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaseras applicable.
Appears in 1 contract
Registration Procedures and Expenses. The Company GraphOn shall:
(a) promptly upon written notice from Purchaser delivered use its best efforts to file a Registration Statement with the Company at any time after ten months from SEC within ninety (90) days following the Closing Date file with to register the SEC a registration statement Registrable Shares on Form S-1 and Rule 415 under the Securities Act or on a such other appropriate form which is appropriate that GraphOn may be permitted to use to register such Registrable Shares for resale from time to time by the re-sale of one-half of the Shares purchased by Purchaser hereunderHolders;
(b) use its best commercially reasonable efforts, subject to receipt of necessary information from the PurchaserHolders, to cause any such Registration Statement filed pursuant to Section 1.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but not earlier than on the date one year from the Closing Datepracticable;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.8 below1.4, subject to GraphOn's right to suspend pursuant to Section 1.3;
(d) furnish to the Purchaser with respect to the each Holder who received Registrable Shares registered on the Registration Statement (and to each underwriter, if any, of such Registrable Shares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectusesHolders;
(e) file such documents as may be required of the Company GraphOn for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasereach Holder; provided, however, that the Company GraphOn shall not be required in connection with this paragraph "(e) )" to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and
(f) bear all expenses in connection with the procedures in paragraphs advise each Holder who received Registrable Shares promptly:
(a) through (ei) of this Section 7.2 the effectiveness of the Registration Statement or any post-effective amendments thereto;
(ii) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes;
(iv) of the suspension by GraphOn of the use of the prospectus forming a part of the Registration Statement; and
(v) of the existence of any fact and the registration happening of any event that makes any statement of a material fact made in the Shares on such Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement and or the satisfaction of prospectus in order to make the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law statements therein not misleading; and
(g) use commercially reasonable efforts to cause all Registrable Shares to be borne by Purchaserlisted on each securities exchange, all if any, on which equity securities of which shall be borne by PurchaserGraphOn are then listed.
Appears in 1 contract
Sources: Holder Agreement (Graphon Corp/De)
Registration Procedures and Expenses. The Company shallhas entered into a Demand Registration Rights Agreement with the Purchaser, whereby a majority of the holders of the Shares have a right to demand that the Company:
(a) promptly upon written notice from Purchaser delivered after the exercise of the Demand Registration Rights Agreement and in sufficient time to the Company at any time after ten months have such registration effective within one hundred twenty (120) days from the Closing Date Date, file with the SEC a registration statement under the Securities Act on a form which is appropriate to register the re-sale of one-half of Common Stock underlying the Shares purchased by Purchaser hereunderShares;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly after filing as practicable but not earlier than on the date one year from the Closing Datepracticable;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 7.8 7.9 below;
(d) furnish to the Purchaser with respect to the Shares Common Stock registered on the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Common Stock by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares Common Stock in such which states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; and;
(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.2 and the registration of the Shares Common Stock on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding including the reasonable fees and expenses of legal counsel to the Purchaser in connection with the procedures in paragraph (a) through (e) of this Section 7.2, other than underwriting discounts and selling commissions, legal commissions or accounting expenses of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (Buchanan Partners LTD)
Registration Procedures and Expenses. The If and whenever the Company shalleffects the registration of any of the Shares under the Securities Act, the Company will as expeditiously as possible:
(a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date prepare and file with the SEC a registration statement under with respect to the Securities Act on a form which is appropriate offering of such securities. Such registration statement to register become and remain effective for such period as may be required or permitted by law for the re-sale of one-half of all Shares proposed to be sold by the Shares purchased by Purchaser hereunderholders, not exceeding 180 days;
(b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly as practicable but not earlier than on the date one year from the Closing Date;
(c) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective until termination as may be required by the immediately preceding subdivision and to comply with the provisions of such obligation as provided in Section 7.8 below;
(d) furnish to the Purchaser Securities Act with respect to the Shares registered on transfer of all securities covered by such registration statement whenever, prior to the Registration Statement expiration of 180 days after the effective date thereof, a seller desires to transfer the same;
(and c) furnish to each underwriter, if any, of selling member such Shares) such number numbers of copies of prospectuses a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act Act, and such other documents as the Purchaser such seller may reasonably request, request in order to facilitate the public sale or other disposition transfer of the Shares securities owned by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses;
(e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Shares in such states of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdictionseller; and
(fd) bear all expenses in connection with use its best efforts to register or qualify the procedures in paragraphs (a) through (e) of this Section 7.2 and the securities covered by such registration of the Shares on statement under such Registration Statement and the satisfaction of the blue sky other securities or Blue Sky laws of such statesjurisdictions as each such seller shall request and do any and all other acts and things which may be necessary or advisable to enable such seller to consummate the transfer in such jurisdictions of the securities owned by such seller. All expenses incurred by the Company in complying with this Section 10.2, excluding including without limitation all registration, qualification and filing fees, printing expenses, fees and disbursements to counsel of the Company and the expense of any special audits incident to or required by any such registration are herein called “Registration Expenses”; and all underwriting discounts applicable to the Restricted Securities and selling commissions, legal or accounting expenses all fees and disbursements of Purchaser and expenses required by law to be borne by Purchaser, all of which shall be borne by Purchasercounsel for any seller are herein called “Selling Expenses.”
Appears in 1 contract
Sources: Bridge Loan Agreement (First Responder Systems & Technology Inc.)