Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable: (a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and (b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and (c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and (d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and (e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and (f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and (g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and (h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and (i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and (j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and (k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; (l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and (n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and (o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and (p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and (q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 5 contracts
Sources: Registration Rights Agreement (PRG Schultz International Inc), Registration Rights Agreement (PRG Schultz International Inc), Stock Purchase Agreement (Blum Capital Partners Lp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested Shareholders request that any Registrable Securities be registered pursuant to this AgreementSection 5.01 or 5.02 hereof, PRGX will the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof as quickly as practicable, and pursuant thereto PRGX will as expeditiously as practicablein connection with any such request:
(a) Prepare The Company will as expeditiously as possible prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt be registered thereunder in accordance with the intended method of the requestdistribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective as soon as practicable after filing; provided, however, that PRGX for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andactually been sold thereunder).
(b) Notify The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Holder Shareholder and each underwriter, if any, of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (but not before in each case including all exhibits thereto and documents incorporated by reference therein), the expiration prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the applicable Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case to contain an untrue statement of a Registration under Article IImaterial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating statement or supplement to such registration; and
prospectus and (ciii) Furnish, without charge, to promptly notify each seller of Shareholder holding Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of covered by such registration statement (including of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all exhibits), each amendment and supplement thereto, reasonable actions required to prevent the prospectus included in entry of such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in stop order or to facilitate the disposition of the Registrable Securities owned by such seller; andremove it if entered.
(d) Use The Company will use its reasonable best efforts to (i) register or qualify such the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as business and operations of the registration statement is in effect Company and do any and all other acts and things which that may be reasonably necessary or advisable to enable such sellers Shareholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (Shareholder; provided that PRGX the Company will not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (d); and, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of The Company will immediately notify each Shareholder holding such Registrable Securities to consummate the disposition of covered by such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening occurrence of any an event as a result of which requiring the prospectus included in such registration statement contains an untrue statement preparation of a material fact supplement 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in light customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the circumstances under which they were made and in underwriting arrangements with the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andNASD.
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement Upon execution of confidentiality agreements in form and each managing underwriter, if any: (i) when substance reasonably satisfactory to the registration statement, any pre-effective amendmentCompany, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, Company will make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by Shareholder and any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such a registration statement being filed by the Company pursuant to this Section 5.04 and by any attorney, accountant or other agent professional retained by any such seller Shareholder or any such underwriterunderwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspectors in connection with such registration statement statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in order to permit them to exercise their due diligence responsibility; andcustomary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) Promptly prior The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the filing of any document which is to be incorporated by reference into SEC and the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriterrelevant state blue sky commissions, and make such changes in such document concerning available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the selling Holders prior to effective date of the filing thereof as counsel for such selling Holders or underwriters may reasonably request; andregistration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) Furnish The Company may require each such Shareholder to each Holder participating promptly furnish in writing to the offering and Company information regarding the managing underwriter, without charge, at least one signed copy distribution of the registration statement Registrable Securities as the Company may from time to time reasonably request and any post-effective amendments thereto (which such other information as may be a photocopy or conformed copy of legally required in connection with such signed document), excluding all documents incorporated therein by reference and all exhibits; andregistration.
(k) Use its best efforts to furnishEach such Shareholder agrees that, at the request upon receipt of any Holder requesting registration notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to this Agreement, on the date that registration statement covering such Registrable Securities are delivered until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the underwriters for sale Company all copies, other than any permanent file copies then in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such dateShareholder's possession, of the counsel representing PRGX for most recent prospectus covering such Registrable Securities at the purposes time of receipt of such registrationnotice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in form Section 5.04(a) hereof) by the number of days during the period from and substance as is customarily given by company counsel including the date of the giving of notice pursuant to Section 5.04(e) hereof to the underwriters in an underwritten public offering, addressed date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the underwriters, if any, and (iirequirements of Section 5.04(e) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;hereof.
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the The Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all list such Registrable Securities registered pursuant hereto to be listed on each any securities exchange or other quotation service on which similar securities issued by PRGX are the Common Stock is then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registrationregistration statement.
Appears in 5 contracts
Sources: Stockholders Agreement (Cable Systems Holding LLC), Investors Agreement (Ipc Information Systems Inc), Investors Agreement (Ipc Information Systems Inc)
Registration Procedures. Whenever (a) If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Section 5.1, Section 5.2 and Section 5.3 the intended method of disposition thereof, and pursuant thereto PRGX will Company shall as expeditiously as practicablereasonably possible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to effect such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to registration and thereafter use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filingpursuant to the terms of this Agreement; provided, however, that PRGX shall have no obligation the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if relating thereto; provided, further that within a reasonable time before filing such registration statement is withdrawn for or any reason; andamendments thereto (including prospectuses or supplements thereto), the Company will furnish to the counsel selected by the Shareholders which are including Registrable Securities in such registration (“Selling Shareholders”) copies of all such documents proposed to be filed, which documents will be subject to the review and comment of such counsel, and such review and comment to be conducted with reasonable promptness and the Company shall not file any such documents to which the Selling Shareholders (representing a majority of the Registrable Securities included in such registration) object, in writing, on a timely basis, based on any disclosure included therein that relates to such Selling Shareholders;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period statement, in each case in accordance with the intended methods terms of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, this Article V;
(iii) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Selling Shareholder and each underwriter, if any, of the securities being sold by such Selling Shareholder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents as such seller Selling Shareholder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSelling Shareholder;
(div) Use its use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions within as any Selling Shareholder and any underwriter of the United States as the sellers or any managing underwriter securities being sold by such Selling Shareholder shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers Selling Shareholder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Selling Shareholder, except that PRGX will the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use its use reasonable best efforts to obtain all cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;
(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities Selling Shareholder(s) thereof to consummate the disposition of such Registrable Securities; ;
(vii) in connection with an Underwritten Offering, obtain for each Selling Shareholder and underwriter:
(A) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Shareholder and underwriters, and
(fB) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under “comfort” letter (or, in the Securities Act of the happening case of any event as such Person which does not satisfy the conditions for receipt of a result of which “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the prospectus independent public accountants who have certified the Company’s financial statements included in such registration statement contains an untrue statement of a material fact or omits statement;
(viii) promptly make available for inspection by any Selling Shareholder, any underwriter participating in any disposition pursuant 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts and any attorney, accountant or other agent or representative retained by any such Selling Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause it the Company’s officers, directors and employees to become effective as soon as possible; and
(gx) Promptly notify each Holder selling Registrable Securities covered supply all information requested by any such Inspector in connection with such registration statement and (y) be reasonably available for due diligence discussions and sessions (taking into account the Company’s business needs); provided, however, that, the disclosure of such Records may be subject to the execution by such Selling Shareholder or other Inspector of a customary confidentiality agreement in a form which is reasonably satisfactory to the Company;
(ix) promptly notify in writing each managing underwriterSelling Shareholder and the underwriters, if any: , of the following events:
(iA) when the filing of the registration statement, any pre-effective amendmentamendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendmentamendment thereto, when the same has become effective; ;
(iiB) of any request by the SEC or any state securities authority other Government Entity for amendments or supplements to the registration statement or the prospectus related thereto or for additional information;
(C) the issuance by the SEC or any other Government Entity of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and and
(iiiD) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; and;
(hx) Upon receipt notify in writing each Selling Shareholder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of such confidentiality agreements any event as PRGX may reasonably requesta result of which, make reasonably available for inspection by any seller of such Registrable Securities covered by the prospectus included in such registration statement, by as then in effect, includes an untrue statement of a material fact or omits to state any underwriter, if any, participating in any disposition material fact required to be effected pursuant stated therein or necessary to such registration statement and by any attorneymake the statements therein not misleading, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration Selling Shareholder, promptly prepare and furnish to such seller a reasonable number of Registrable Securities pursuant copies of a supplement to this Agreementor an amendment of such prospectus as may be necessary so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes purchasers of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable 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;
(lxi) Use its use reasonable best efforts to cooperate prevent, and obtain the withdrawal of, any order suspending the effectiveness of such registration statement;
(xii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to Selling Shareholders, as soon as reasonably practicable, an earnings statement of the Company covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition first day of the Registrable Securities covered by Company’s first full quarter after the effective date of such registration statement, including without limitation in which earnings statement shall satisfy the case provisions of an underwritten offering, causing key executives Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) use its reasonable best efforts to assist Selling Shareholders who made a request to the Company to provide for a third party “market maker” for the Class P Shares;
(xiv) cooperate with the Selling Shareholders and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates (which shall not bearing bear any restrictive legends unless required under applicable law) representing the Registrable Securities securities sold under any registration statement, and enable such securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names as the managing underwriter or such Selling Shareholders may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates; and
(xv) in accordance the case of an Underwritten Offering, cause the appropriate officers of the Company to use reasonable best efforts to facilitate all offerings, including with respect to preparing marketing and offering materials, preparing, making presentations at, and otherwise participating in any “road shows” (domestic and foreign) and analysts and rating agencies calls and meetings, as the case may be, and other information meetings and customary marketing activities organized by the underwriters, and otherwise using their reasonable best efforts to cooperate as reasonably requested by the Selling Shareholders and the underwriters in the offering, marketing or selling of the Registrable Securities; provided, that in the case of an Underwritten Offering involving anticipated gross proceeds of at least $500 million (as determined in good faith by the Requesting Shareholders (or the Demand Shareholders who have elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement)), the reference to “the appropriate officers” shall be deemed to include the Chief Executive Officer and the President of the Company. The Company may require each Selling Shareholder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Shareholder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement.
(b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company, if requested by the underwriter, shall enter into an underwriting agreement with a managing underwriter or underwriters in connection with such offering containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in such underwriting agreement prior agreements.
(c) Each Selling Shareholder agrees that upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 5.6(a)(x), such Selling Shareholder shall forthwith discontinue such Selling Shareholder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.6(a)(x) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Shareholder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable one hundred twenty (120) day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a written notice regarding the happening of an event of the kind described in Section 5.6(a)(x) to the date when all such Selling Shareholders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the SEC.
(d) With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:
(i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;
(ii) use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act, at any time after the Company has become subject to such reporting requirements; and
(iii) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may request in connection with the sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; andwithout registration.
(ne) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will The Company shall use its reasonable best efforts to promptly obtain take all action necessary or appropriate upon the withdrawal request of any Investor Shareholder to ensure that Class A Shareholders are, from and after the date hereof, able to convert their Class A Shares into Class P Shares in a timely manner in order to permit the timely Transfer of such order; and
Class P Shares (o) If to the offering is extent Class P Shares could otherwise then be Transferred if they were already outstanding), as contemplated by the Charter, and shall not take or cause to be underwrittentaken (including through the Company’s transfer agent) any action inconsistent with the foregoing. Without limiting the generality of the foregoing, enter into any necessary agreements the Company shall comply with all applicable securities or other laws in connection therewith with the foregoing, and take all reasonable action necessary or appropriate to restructure the Shares at the request of the Investor Shareholders holding a majority of the Total Voting Power held by the Investor Shareholders at such time in the event that any applicable law adversely affects the ability of Class A Shareholders to convert Class A Shares into Class P Shares in a timely manner in order to permit the timely Transfer of such Class P Shares (to the extent Class P Shares could otherwise then be Transferred if they were already outstanding), as contemplated by the Charter; provided, that in such event, the Company shall not be required to take any action pursuant to this Section 5.6(e) that would result in the failure following such restructuring to preserve in all material respects the economic and other rights (including an underwriting agreement containing customary representationsconversion, warranties Transfer, distribution, and agreements); and
(pgovernance rights as set forth in the Charter, the Bylaws and this Agreement) Cause all such Registrable Securities registered pursuant hereto to be listed and characteristics and tax treatment, including on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent relative basis, of the Investor Shareholders, the Class A Shares, the Class B Shares, the Class C Shares and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securitiesthe Class P Shares, in each case not later than the effective date of such registration.as they exist immediately
Appears in 5 contracts
Sources: Shareholder Agreement, Shareholder Agreement (Kinder Morgan, Inc.), Shareholder Agreement (Kinder Morgan, Inc.)
Registration Procedures. Whenever If and whenever the Holders Company is required by the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant this Agreement to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible (but, in any event, within 60 days after a Demand Registration Request in the case of Section 2.4(a) below), in connection with the Registration of the Registrable Securities and, where applicable, a takedown off of a shelf registration statement:
(a) prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected by the Company and pursuant thereto PRGX will (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as expeditiously as practicable:
(a) Prepare and file to form in all material respects with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt requirements of the requestapplicable registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective from the date such registration statement is declared effective until the earliest to occur (i) the first date as soon as practicable after filing; of which all of the Registrable Securities included in the registration statement have been sold or (ii) a period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a shelf registration statement and a period of three years in the case of a shelf registration statement (provided, however, that PRGX before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel (provided that the Company shall have be under no obligation to include securities in a make any changes suggested by the Holders), and the Company shall not file any registration statement pursuant or amendment thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to Article II which the Majority Participating Holders or the underwriters, if that registration statement is withdrawn for any reason; andany, shall reasonably object);
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before for the expiration of the applicable prospectus delivery periodperiod set forth in Section 2.4(a) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (and, in connection with any shelf registration statement, file one or more prospectus supplements covering Registrable Securities upon the request of one or more Holders wishing to offer or sell Registrable Securities whether in an underwritten offering or otherwise);
(c) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Manager of such offering;
(d) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Participating Holder and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), any other prospectus filed under Rule 424 under the Securities Act and each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andseller (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(de) Use use its reasonable best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities or state “blue sky sky” laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, shall requestreasonably request in writing, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers jurisdictions (provided including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that PRGX will not in no event shall the Company be required to qualify generally to do business or file any general consent to service of process as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (e), be required to qualify be so qualified, to subject itself to taxation in any such jurisdiction or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from consent to general service of process in any such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andjurisdiction;
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Participating Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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 in the light of the circumstances under which they were made not misleading;
(g) comply (and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 45 days, or 90 days if it is a fiscal year, after the end of such 12 month period described hereafter), an earnings statement (which need not be audited) covering the period of at least 12 consecutive months beginning with the first day of the Company’s first fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(h) Upon (i) (A) cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed, to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(i) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(j) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(k) use its reasonable best efforts (i) to obtain an opinion from the Company’s counsel and a comfort letter and updates thereof from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and comfort letters (including, in the case of such comfort letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinion and letter shall be dated the dates such opinions and comfort letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and to the Majority Participating Holders, and (ii) furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such underwriter;
(l) deliver promptly to counsel for each Participating Holder and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as PRGX the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementcounsel for each Participating Holder, by counsel for any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller Participating Holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such sellercounsel for a Participating Holder, counsel for an underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andstatement;
(im) Promptly use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement, or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction;
(n) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(o) use its best efforts to make available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in marketing the Registrable Securities in any underwritten offering;
(p) prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) ), and which contains information regarding prior to the selling Holdersfiling of any free writing prospectus, provide copies of such document to counsel for the selling Holders of Registrable Securities each Participating Holder and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Participating Holders prior to the filing thereof as counsel for such selling the Participating Holders or underwriters may reasonably request; and;
(jq) Furnish furnish to counsel for each Participating Holder and to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document)supplements thereto, excluding including financial statements and schedules, all documents incorporated therein by reference reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus filed under Rule 424 under the Securities Act and all exhibits; and
exhibits (kincluding those incorporated by reference) Use its best efforts to furnish, at the request of and any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale free writing prospectus utilized in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiestherewith;
(lr) Use its best efforts to cooperate with the Participating Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least three Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities Participating Holders at least three business days Business Days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of Securities and instruct any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all of Registrable Securities registered pursuant hereto to release any stop transfer orders in respect thereof;
(s) cooperate with any due diligence investigation by any Manager, underwriter or Participating Holder and a CUSIP number for all make available such Registrable Securitiesdocuments and records of the Company and its Subsidiaries that they reasonably request (which, in each the case not later than of the effective date of such registration.Participating Holder, may be subject to the execution by the Par
Appears in 4 contracts
Sources: Registration Rights Agreement (Colby Michael C.), Registration Rights Agreement (Jones Mark Evan), Registration Rights Agreement (Goosehead Insurance, Inc.)
Registration Procedures. Whenever (a) If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its commercially reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Section 2 or 3, the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablepossible:
(ai) Prepare prepare and promptly file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible in any event, use its best efforts to use file such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty registration statement within ninety (6090) days from receipt after the end of the request, period within which requests for registration may be delivered to the Company) and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andeffective;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement during until the earlier of such period time as all of such Registrable Securities and other securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and furnishstatement or the expiration of six (6) months after such registration statement becomes effective;
(iii) furnish to each seller of such Registrable Securities, without charge, to each seller such number of Registrable Securities, in accordance with Section 9.1 hereof, conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereofexhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), in conformity with the requirements of the Securities Act Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(div) Use use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other the securities or blue sky laws of such jurisdictions within as each seller (or in an underwritten offering, the United States as the sellers or any managing underwriter underwriter) shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the its Registrable Securities owned covered by such sellers (provided registration statement, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or file to subject itself to taxation in any general such jurisdiction, or to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use its best efforts furnish to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly by means of such registration a signed counterpart, addressed to such seller, of (A) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement speaking both as of the effective date of the registration statement and the date of the closing under the underwriting agreement) and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, as such seller may reasonably request;
(vi) immediately notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains 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, and subject to Article I(c) hereof, at the request of any such seller prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such seller a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesSecurities or other securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and in regulations of the case Commission, and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of an amendment to at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of such registration statement, use reasonable best efforts to cause it to become effective as soon as possiblewhich earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and
(gviii) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, list such securities on the date that such Registrable Securities are delivered to NASDAQ and each securities exchange on which the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, orCommon Stock of the Company is then listed, if such securities are not being sold through underwriters, on already so listed and if such listing is then permitted under the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes rules of such registrationexchange, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwritersand, if anynecessary, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide provide a transfer agent and registrar for all such Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statement. The Company may require each such holder of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such holder and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the Commission in connection therewith.
(b) If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to a request made under Section 2), whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 3(a)(ii), make reasonable efforts, if requested by any holder of Registrable Securities who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 3, arrange for such underwriters to include such Registrable Securities among those securities to be distributed by or through such underwriters. The holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such holders of Registrable Securities.
(c) Whenever a registration requested pursuant to Section 2 is for an underwritten offering, the Company shall have the right to select the managing underwriter to administer the offering, subject to the approval of the holders of a majority of the Registrable Securities included in such registration, such approval not to be unreasonably withheld or delayed. If the Company at any time proposes to register any of its securities under the Securities Act for sale for its own account and such securities are to be distributed by or through one or more underwriters, the managing underwriter shall be selected by the Company.
(d) If any registration pursuant to Section 2 or 3 shall be in connection with an underwritten public offering, each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriters, not to effect any public sale or distribution of Registrable Securities (other than as part of such underwritten public offering) within the period of time between fourteen (14) days prior to the effective date of such registration statement and one hundred twenty (120) days after the effective date of such registration statement.
Appears in 4 contracts
Sources: Note Purchase Agreement (GenuTec Business Solutions, Inc.), Note Purchase Agreement (Technology Investment Capital Corp), Preferred Stock Purchase Agreement (SeaView Mezzanine Fund L P)
Registration Procedures. Whenever the Holders Upon receipt of a request for registration of Registrable Securities have requested that any Registrable Securities be registered pursuant to this AgreementSECTION 9(a), PRGX the Company will thereupon use its reasonable best efforts to effect the registration of the Registrable Securities that are the subject of such request as expeditiously as possible, subject to the provisions of SECTION 9
(a) and in connection therewith:
(i) The Company will as expeditiously as possible prepare and file with the Commission a registration statement on any form for which the Company then qualifies and which counsel for the Company shall deem appropriate and available for the sale of such the Registrable Securities to be registered thereunder in accordance with the intended method of disposition distribution thereof, and pursuant thereto PRGX ; the Company will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a include in such registration statement with respect to all information that any holder of such Registrable Securities on Form S-1 (collectively, the "Participating Holders") shall reasonably request for the purpose of conforming such registration statement to the requirements of applicable law or Form S-3 (as appropriate) of correcting any material misstatement or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of omission therein; and the request, and Company will use its reasonable best efforts to cause such filed registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 remain effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in are sold but not for more than 180 days.
(ii) Prior to filing such registration statementstatement or any amendment or supplement thereto, the Company will furnish to the Participating Holders, their counsel and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each managing underwriter, if any, in accordance with Section 9.1 hereofcopies thereof, and thereafter furnish to the Participating Holders, their counsel and to each managing underwriter, if any, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, thereto (in each case including all exhibits thereto and documents incorporated by reference therein) in the prospectus included in such registration statement (including each preliminary prospectus) in conformity with as the requirements of the Securities Act and such other documents as such seller Participating Holders, their counsel or any managing underwriter may reasonably request in order to facilitate the disposition sale of the Registrable Securities owned by such seller; andSecurities.
(diii) Use After the filing of the registration statement, the Company will promptly notify each Participating Holder of any stop order issued or, to the Company's knowledge, threatened to be issued by the Commission and take all reasonable actions as soon as reasonably practicable to prevent the entry of such stop order or to remove it if entered.
(iv) The Company will use its best efforts to register or qualify such the Registrable Securities to be offered by the Participating Holders for offer and sale under such other securities or blue sky laws of such jurisdictions within in the United States as any Participating Holder shall reasonably request; PROVIDED that the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX Company will not be required to (x) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (iv); and, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction.
(ev) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at At any time when a prospectus relating thereto to a sale of Registrable Securities is required by law to be delivered under in connection with sales by an underwriter or dealer, the Securities Act Company will promptly notify each Participating Holder of the happening occurrence of any event as a result of which requiring the prospectus included in such registration statement contains an untrue statement preparation of a material fact supplement 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading therein, in the light of the circumstances under which they were made made, not misleading, and the Company will promptly make available to each Participating Holder and to the underwriters any such supplement or amendment. Upon receipt of any notice from the Company of the occurrence of any event of the kind described in the case preceding sentence, the Warrant Holder will forthwith discontinue the offer and sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt by the Warrant Holder and the underwriters of the copies of such supplemented or amended prospectus and, if so directed by the Company, the Warrant Holder will deliver to the Company all copies, other than permanent file copies then in the Warrant Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the 180-day period during which such registration statement is required to be maintained effective as provided in SECTION 9(e)(i) shall be extended by the number of days during the period from and including the date of the giving of such notice to the date when the Company shall make available to the Warrant Holder such supplemented or amended prospectus.
(vi) The Company will enter into customary agreements (including an amendment underwriting agreement in customary form if the offering is to be underwritten) and take such other actions as are reasonably required in order to expedite or facilitate the sale of such Registrable Securities.
(vii) The Company will use its best efforts to comply with all applicable rules and regulations of the Commission, and will make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder.
(viii) The Company will use reasonable its best efforts to cause it all Registrable Securities registered pursuant to become effective this SECTION 9 to be listed on each securities exchange on which securities issued by the Company of the same class as soon as possible; andsuch Registrable Securities are then listed or to cause such Registrable Securities to be quoted on The Nasdaq National Market System if other securities issued by the Company of the same class are quoted thereon.
(giviii) Promptly The Company will promptly notify each Participating Holder selling Registrable Securities covered by such registration statement and each the managing underwriterunderwriter or underwriters, if any: , (iA) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed filed, and, with respect to the registration statement or any post-effective amendmentamendment thereto, when the same has become effective; (iiB) of any request by the SEC Commission for any amendment or any state securities authority for amendments or supplements supplement to the registration statement or the prospectus related thereto or for additional information; and (iiiC) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of or any jurisdiction or the initiation or threat of any proceeding for such purpose; and.
(hix) Upon receipt of such confidentiality agreements as PRGX may reasonably request, The Company will make reasonably available for inspection by any seller a representative of such Registrable Securities covered by such registration statementa Participating Holder, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such the registration statement and by any attorney, accountant attorney or other agent account retained by any a Participating Holder or underwriters (each, an "Inspector") such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company as the Company may reasonably request (the "Records"), and the Company will cause the officers, directors and employees of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andregistration.
(ix) Promptly prior The Company may require any Participating Holder to furnish in writing to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of Company such registration statement) and which contains information regarding the selling HoldersParticipating Holder, provide copies as the case may be, the plan of such document distribution of the Registrable Securities and other information as may be legally required as the Company may from time to counsel for time reasonably request in writing.
(xi) As a condition to the selling Holders inclusion of Registrable Securities and owned by any Participating Holder in a registration pursuant to Section 9(a), each managing underwritersuch Participating Holder shall, and make if reasonably requested by the Company or by the representative(s) of the underwriters (if any) for such changes in such document concerning the selling Holders prior registered offering, agree to deliver to the filing thereof as counsel for Company and such selling Holders or underwriters may reasonably request; and
(jrepresentative(s) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy legal opinion of such signed document)holder's counsel, excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request covering such matters customarily requested of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale selling shareholders in connection with a registration pursuant public offering of shares as the Company or such representative(s) may reasonably request and in a form reasonably satisfactory to this Agreementthe Company or such representative(s), if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on upon the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes closing of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 4 contracts
Sources: Warrant Agreement (Kellstrom Industries Inc), Warrant Agreement (Kellstrom Industries Inc), Warrant Agreement (Kellstrom Industries Inc)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration of any Registrable Securities under the 1933 Act as provided herein, the Company covenants that:
(a) before filing a Registration Statement (which for purposes of this Section 4.4 includes any Shelf Registration Statement) or any amendments or supplements thereto, the Company will furnish to the Shareholder Parties and their respective Representatives copies of all such documents proposed to be filed, which documents will be subject to their review and reasonable comment, and other documents reasonably requested by any Shareholder Party, including any comment letter from the SEC, and, if requested, provide the Shareholder Parties and their respective Representatives reasonable opportunity to participate in the preparation of such documents proposed to be filed and such other opportunities to conduct a reasonable investigation within the meaning of the 1933 Act, including reasonable access to the Company’s officers, accountants and other advisors;
(b) subject to terms and conditions of this Article IV, the Company will prepare and file with the SEC a Registration Statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and which form will be available for the sale of such Registrable Securities in accordance with the intended method methods of disposition distribution thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement Registration Statement to become and remain effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation for the period referred to include securities in a registration statement pursuant to accordance with this Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, IV and comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities covered by such registration statement during Registration Statement;
(c) the Company will prepare and file with the SEC or other Governmental Authority having jurisdiction such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective continuously for the period referred to in accordance with this Article IV;
(d) if requested by the managing underwriter(s), if any, or any Shareholder Party, the Company will promptly prepare a prospectus supplement or post-effective amendment and include in such prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and any Shareholder Party may reasonably request in order to permit the intended methods method of disposition by distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as expeditiously as possible after the sellers thereof set forth in Company has received such registration statementrequest;
(e) the Company will furnish to the managing underwriter(s), if any, and furnishthe Shareholder Parties such number of copies, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)Registration Statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with , final prospectus, any other prospectus (including any prospectus filed under Rule 424, Rule 430A or Rule 430B under the requirements of 1933 Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act 1933 Act), all exhibits and other documents filed therewith and such other documents as such seller any Shareholder Party may reasonably request including in order to facilitate the disposition of the its Registrable Securities owned by such seller; andSecurities;
(df) Use its best efforts to the Company will register or qualify such Registrable Securities under such other securities or blue sky laws Laws of such jurisdictions within the United States as the sellers any Shareholder Party or any managing underwriter shall requestunderwriter(s), to keep such registration or qualification in effect for so long as the registration statement is in effect if any, reasonably requests and do any and all other acts and things which that may be reasonably necessary or reasonably advisable to enable such sellers each Shareholder Party to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (Shareholder Party, provided that PRGX the Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsubsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;
(eg) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate Company will notify the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly Shareholder Parties at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act 1933 Act, upon discovery that, or upon the discovery of the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 existingunder which they were made, and subject to Article I(c) hereofand, as soon as reasonably practicable, prepare and file as soon as practicable with furnish to the SEC, but in no event later than thirty (30) days after awareness Shareholder Parties a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andmade;
(gh) Promptly the Company will notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: the Shareholder Parties (i) when the registration statement, any pre-effective amendment, such Registration Statement or the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement such Registration Statement or any post-effective amendment, when the same has become effective; , (ii) of any request by the SEC or any state securities authority other Governmental Authority for amendments or supplements to the registration statement such Registration Statement or the to amend or to supplement such prospectus related thereto or for additional information; , and (iii) of the receipt issuance by PRGX the SEC or other Governmental Authority of any notification with respect to stop order suspending the suspension effectiveness of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction such Registration Statement or the initiation of any proceeding proceedings for any of such purpose; andpurposes;
(hi) Upon receipt the Company will cause all such Registrable Securities (other than Class A Preferred Shares) to be listed on each securities exchange on which similar securities issued by the Company are then listed, if applicable;
(j) the Company will provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such confidentiality agreements as PRGX may reasonably request, Registration Statement;
(k) the Company will make reasonably available for inspection by the Shareholder Parties and their counsel, any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement Registration Statement and by any attorney, accountant or other agent retained by any such seller Shareholder Party or any such underwriter, all pertinent financial and other books and records, pertinent corporate documents and properties documents relating to the business of PRGXthe Company and customarily provided in a secondary offering, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, Shareholder Party or any underwriter, attorney, accountant or agent in connection with such registration statement in order Registration Statement, provided that it will be a condition to permit them to exercise their due diligence responsibility; and
such inspection and receipt of such information that the inspecting Person (i) Promptly prior to the filing of any document which is to be incorporated by reference enter into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, confidentiality agreement in form and substance reasonably satisfactory to the Company and (ii) agree to use commercially reasonable efforts to minimize the disruption to the Company’s business in connection with the foregoing;
(l) the Company will, if requested, obtain a “comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “comfort” letters as any Shareholder Party reasonably requests;
(m) the Company will, if requested, obtain a legal opinion and “10b-5” disclosure letter of the Company’s outside counsel in customary form and covering such matters of the type customarily covered by legal opinions or “10b-5” disclosure letters of such nature and reasonably satisfactory to the requesting Shareholder Party, which opinion or “10b-5” disclosure letter will be addressed to any underwriters and such Shareholder Party;
(n) the Company will, if applicable, reasonably cooperate with the Shareholder Parties and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, and any other agencies or authorities as may be reasonably necessary to enable the Shareholder Parties to consummate the disposition of such Registrable Securities;
(o) the Company will enter into such agreements (including an underwriting agreement in form, scope and substance as is customarily given customary in underwritten offerings) and use its reasonable best efforts to take all such other actions reasonably requested by company counsel any Shareholder Party therewith (including those reasonably requested by the managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten Public Offering, (i) make such representations and warranties to the underwriters in an underwritten public offering, addressed to Shareholder Parties and the underwriters, if any, with respect to the business of the Company, and the Registration Statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (ii) a letter dated such dateto the extent an underwriting agreement or similar agreement is entered into, from provide an indemnity to the independent certified public accountant of PRGXShareholder Parties and the underwriters in form, in form scope and substance as is customarily given by independent certified public accountants to underwriters customary in an underwritten public officering, addressed to the underwriters, if anyofferings, and to the Holders requesting registration of Registrable Securities;
(liii) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered deliver such documents and certificates as reasonably requested by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities any Shareholder Party and the lead managing underwriterunderwriters(s), if any, to facilitate evidence the timely preparation continued validity of the representations and delivery of certificates not bearing warranties made pursuant to sub-clause (i) above and to evidence compliance with any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued customary conditions contained in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities or other agreement entered into by the Company, in each case as and to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; andextent required thereunder;
(np) In the event of Company will use reasonable best efforts to obtain the issuance withdrawal of any stop order suspending the effectiveness of a registration statementany Registration Statement filed pursuant to this Article IV, or the initiation lifting of any proceeding for such purpose, suspension of the qualification (or exemption from qualification) of any order suspending or preventing of the use of any related prospectus or suspending the qualification of any common stock included in such registration statement Registrable Securities for sale in any jurisdiction at the earliest reasonable practicable date, provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, PRGX will promptly notify each seller or (iii) consent to general service of process in any such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listedjurisdiction; and
(q) Provide the Company will endeavor in good faith to have appropriate officers of the Company prepare and make presentations at a transfer agent reasonable and registrar for all Registrable Securities registered pursuant hereto customary number of “road shows” and a CUSIP number for all such before analysts and rating agencies, as the case may be, and other information meetings reasonably organized by the underwriters and otherwise use reasonable best efforts to cooperate as reasonably requested by the Shareholder Parties and the underwriters in the offering, marketing or selling of the Registrable Securities, in each case not later than the effective date of such registration.
Appears in 4 contracts
Sources: Shareholder Agreement (Westinghouse Air Brake Technologies Corp), Shareholder Agreement (Westinghouse Air Brake Technologies Corp), Shareholder Agreement (Transportation Systems Holdings Inc.)
Registration Procedures. Whenever If and whenever the Holders Company is required by the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts Section 11(a) or 11(b) to effect the registration and of Registrable Stock under the sale of such Registrable Securities in Act, the Company will, at its expense, expeditiously as possible:
(i) In accordance with the intended method Securities Act and the rules and regulations of disposition thereofthe Commission, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement on the form of registration statement appropriate with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, securities and use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include until the securities in a covered by such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder have been sold, and prepare and file with the SEC Commission such amendments and supplements to such registration statement and supplements to the prospectus used in connection therewith contained therein as may be necessary to keep such registration statement effective and such registration statement and prospectus accurate and complete until that date when all Registrable Securities the securities covered by such registration statement have been sold sold;
(but not before ii) If the expiration offering is to be underwritten, in whole or in part, enter into a written underwriting agreement with the holders of the applicable prospectus delivery period) or Registrable Stock participating in such shorter period as PRGX may notify offering and the Holders underwriter in form and substance reasonably satisfactory to the case of a Registration under Article II, and comply with the provisions managing underwriter of the Securities Act with respect public offering and the holders of the Registrable Stock participating in such offering;
(iii) Furnish to the disposition holders of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth participating in such registration statement, and furnish, without charge, to each seller the underwriters of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to securities being registered such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such reasonable number of copies of such the registration statement (including all exhibits)statement, each amendment and supplement thereto, the preliminary prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller underwriters and holders may reasonably request in order to facilitate the disposition public offering of the Registrable Securities owned by such seller; andsecurities;
(div) Use its best efforts to register or qualify the securities covered by such Registrable Securities registration statement under such other state securities or blue sky laws of such jurisdictions within as such participating holders and underwriters may reasonably request.
(v) Notify the United States as holders participating in such registration, promptly after it shall receive notice thereof, of the sellers or any managing underwriter shall request, to keep date and time when such registration statement and each post-effective amendment thereto has become effective or qualification in effect for so long as the a supplement to any prospectus forming a part of such registration statement has been filed;
(vi) Notify such holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;
(vii) Prepare and file with the Commission, promptly upon the request of any such holders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such holders, is required under the Securities Act or the rules and regulations thereunder in effect connection with the distribution or the Registrable Stock by such holders;
(viii) Prepare and do any promptly file with the Commission, and all other acts and things which may be reasonably necessary or advisable to enable promptly notify such sellers to consummate the disposition in such jurisdictions holders of the Registrable Securities owned by filing of, such sellers (provided that PRGX will not be required amendments or supplements to qualify generally to do business such registration statement or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities prospectus as may be necessary to enable correct any statements or omissions if, at the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto to such securities is required to be delivered under the Securities Act of the happening of Act, any event has occurred as a the result of which the prospectus included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such any other prospectus will not contain is then in effect may include 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 not misleading misleading;
(ix) In case any of such holders or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in light circulation is not in compliance with the Securities Act or the rules and regulations of the circumstances under which they were made and in the case of an amendment Commission, prepare promptly upon request such amendments or supplements to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each such prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(x) Advise such holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(xi) If requested by the managing underwriterunderwriter or underwriters or a holder of Registrable Stock being sold in connection with an underwritten offering, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any immediately incorporate in a prospectus supplement related thereto or post-effective amendment such information as the managing underwriters and the holders of a majority of the Registrable Stock being sold agree should be included therein relating to the registration statement has been filed andplan of distribution with respect to such Registrable Stock, including information with respect to the registration statement Registrable Stock being sold to such underwriters, the purchase price being paid for by such underwriters and with respect to any other terms of the underwritten (or any best efforts underwritten) offering of the Registrable Stock to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(mxii) Cooperate with the selling Holders holders of Registrable Securities Stock and the managing underwriterunderwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Stock to be sold and not bearing any restrictive legends representing the legends; and enable such Registrable Securities Stock to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement managing underwriters may request at least two business days prior to any sale of Registrable Securities to the underwriters;
(xiii) Prepare a prospectus supplement or post-effective amendment to the registration statement or the related prospectus or any document incorporated therein by reference or file any other required documents so that, as thereafter delivered to the purchasers of the Registrable Stock, the prospectus will not contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading;
(xiv) Enter into such agreements (including an underwriting agreement) and take all such other actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration:
(A) make such representations and warranties to the holders of such Registrable Stock and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings;
(B) If an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of Section 11(e) hereof with respect to all parties to be indemnified pursuant to said Section; and
(C) The Company shall deliver such documents and certificates as may be requested by the holders of the majority of the Registrable Stock being sold and the managing underwriters, if any, to evidence compliance with the terms of this Section 11(c) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extend required thereunder;
(xv) Make available for inspection by a representative of the holders of a majority of the Registrable Stock, any underwriter participating in any disposition pursuant to a registration statement, and any attorney or accountant retained by the sellers 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 all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with the preparation of the registration statement; provided, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such persons unless disclosure of such records, information or documents is required by court or administrative order;
(xvi) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to the Company's security holders, earning statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve (12) month period (or ninety (90) days, if such a period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Stock is sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an underwritten offering, in accordance (ii) beginning with the written instructions first month of the selling Company's first fiscal quarter commencing after the effective date of the registration statement;
(xvii) Not file any amendment or supplement to such registration statement or prospectus to which a majority in interest of such holders has objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of Registrable the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least three five (5) business days prior to the filing thereof; provided, however, that the failure of such holders or their counsel to review or object to any sale amendment or supplement to such registration statement or prospectus shall not affect the rights of Registrable Securitiessuch holders or any controlling person or persons thereof or any underwriter or underwriters therefor under Section 11(e) hereof; and
(nxviii) In At the event of the issuance request of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in holder (i) furnish to such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed holder on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement; an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, covering such matters with respect to the registration statement, the prospectus and each amendment or supplement thereto, proceedings under state and federal securities laws, other matters relating to the Company, the securities being registered and the offer and sale of such securities as are customarily the subject of opinions of issuer's counsel provided to underwriters in underwritten public offerings, and such opinion of counsel shall additionally cover such legal and factual matters with respect to the registration as such requesting holder or holders may reasonably request, and (ii) use its best efforts to furnish to such holder letters dated each such effective date and such closing date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the holder or holders making such request, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, that in the opinion of such accountants the financial statements and other financial data of the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act, and additionally covering such other financial matters, including information as to the period ending immediately prior to the date of such letter with respect to the registration statement and prospectus, as such requesting holder or holders may reasonably request.
Appears in 4 contracts
Sources: Warrant Agreement (Woodbourne Partners L P), Warrant Agreement (Allied Healthcare Products Inc), Warrant Agreement (Allied Healthcare Products Inc)
Registration Procedures. Whenever In the Holders case of Registrable Securities have requested that any Registrable Securities be registered each registration effected by the Company pursuant to this Agreement, PRGX the Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible the securities to use such form, or be registered on such substitute form reasonably chosen by PRGX if it as the Company deems appropriate and is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the requestpermitted or qualified to use, and shall use its all reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filing; provided, however, that PRGX shall for a period of ninety (90) days or until the holders have no obligation to include securities completed the distribution described in a the registration statement pursuant relating thereto, whichever first occurs or, in the case of any registration of Registrable Securities on Form S-3 which are intended to Article II if that be offered on a continuous or delayed basis, for such period as shall be necessary to keep the registration statement is withdrawn for any reason; andeffective until all such Registrable Securities are sold;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(c) Furnish, without charge, furnish to each seller the holders of Registrable Securities to be included in a registration statement, at a reasonable time prior to the filing thereof with the SEC, a copy of the registration statement (and each underwriter, if any, amendment or supplement thereto) in accordance with Section 9.1 hereof, the form the Company proposes to file the same; and furnish such number of copies of such registration statement (including all exhibits), each amendment prospectuses and supplement other documents incident thereto, including any amendment of or supplement to the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents , as such seller holder of Registrable Securities from time to time may reasonably request in order to facilitate the disposition of the such Registrable Securities owned by such seller; andSeller;
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify notify each seller of such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingcircumstances, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such seller a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiesshares, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesthen existing;
(le) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto hereunder to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX the Company are then listed; and
(q) Provide and provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(f) 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 (18) months, beginning with the first day of the Company's first full fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and
(g) in connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 1 or 3 hereof, enter into an underwriting agreement containing customary underwriting provisions so as to effect the offer and sale of the Registrable Securities.
Appears in 3 contracts
Sources: Registration Rights Agreement (IHL Investments, LLC), Registration Rights Agreement (Harris Corp /De/), Registration Rights Agreement (Teltronics Inc)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof, and pursuant thereto PRGX will Company shall as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty practicable the requisite registration statement to effect such registration (60and shall include all financial statements required by the Commission to be filed therewith) days from receipt of the request, and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingeffective; provided, however, that PRGX shall have no obligation to include securities in a before filing such registration statement pursuant (including all exhibits) or any amendment or supplement thereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall as promptly as practicable furnish such documents to Article II the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities and their respective counsel, which documents will be subject to the review and comments of the Purchasers, each underwriter and their respective counsel; and provided, further, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement is withdrawn for any reason; andrelating thereto;
(b) Notify each Holder notify the Purchasers of the effectiveness of each Commission's requests for amending or supplementing the registration statement filed hereunder and the prospectus, and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during for such period as shall be required for the disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by the sellers thereof set forth in distribution thereof; provided, that except with respect to any such registration statementstatement filed pursuant to Rule 415 under the Securities Act, and such period need not exceed 365 days;
(c) furnish, without charge, to the Purchasers and each seller underwriter such number of Registrable Securities, in accordance with Section 9.1 hereof, conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereofexhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents documents, as the Purchasers and such seller underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(d) Use use its reasonable best efforts (i) to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within States of the United States of America where an exemption is not available and as the sellers Purchasers or any managing underwriter shall reasonably request, (ii) to keep such registration or qualification in effect for so long as the such registration statement is remains in effect effect, and do (iii) to take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers the Purchasers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by the Purchasers, except that the Company shall not for any such sellers (provided that PRGX will not purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (d) be obligated to be so qualified or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use use its reasonable best efforts to obtain cause all Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions federal or authorizations from such state governmental agencies or authorities as may be necessary in the opinion of counsel to enable the sellers of such Registrable Securities Company and counsel to the Purchasers to consummate the disposition of such Registrable Securities; and;
(f) Notify furnish to the Purchasers and each seller underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's or any other entity's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated);
(g) promptly notify the Purchasers and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities promptly for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 misleading, in the light of the circumstances then existingunder which they were made, and subject to Article I(c) hereofin the case of this clause (v), at the request of the Purchasers promptly prepare and file as soon as practicable with furnish to the SECPurchasers and each managing underwriter, but if any, participating in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities the offering of the filing ofRegistrable Securities, a reasonable number of copies of a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made made; and in (vi) at any time when the case representations and warranties of the Company contemplated by Section 2.4(a) or (b) hereof cease to be true and correct;
(h) otherwise comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an amendment to earnings statement covering the period of at least twelve months beginning with the first full calendar month after the effective date of such registration statement, use reasonable best efforts which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to cause it the Purchasers a copy of any amendment or supplement to become effective as soon as possible; andsuch registration statement or prospectus;
(gi) Promptly notify provide and cause to be maintained a transfer agent and registrar (which, in each Holder selling case, may be the Company) for all Registrable Securities covered by such registration statement from and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(i) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be listed on the NASDAQ "national market system" or the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use its reasonable best efforts to (x) cause all such Registrable Securities to be listed on a national securities exchange or (y) failing that, secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(l) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement; and
(n) make available its senior executive officers and chairman and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's business) in their marketing of Registrable Securities. The Company may require the Purchasers to furnish the Company such information regarding the Purchasers and the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing. The Purchasers agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii), (iv) or (v) of this Section 2.3, the Purchasers will, to the extent appropriate, discontinue their disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until, in the case of paragraph (g)(v) of this Section 2.3, their receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in its possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. If the disposition by the Purchasers of their securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period of effectiveness of the registration statement by the number of days during the period from and including the date of the giving of notice to and including the date when the Purchasers shall have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3; and, if the Company shall not so extend such period, the Purchasers' request pursuant to which such registration statement was filed shall not be counted for purposes of the requests for registration to which the Purchasers are entitled pursuant to Section 2.1 hereof.
Appears in 3 contracts
Sources: Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file In connection with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen filing by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt LeukoSite of the requestStockholder Registration Statement, and use its reasonable best efforts LeukoSite shall furnish to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in each Registering Stockholder a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder copy of the effectiveness prospectus, including a preliminary prospectus, in conformity with the requirements of each registration statement filed hereunder and the Securities Act. Subject to Section 6.2 hereof, LeukoSite shall prepare and file with the SEC such amendments and supplements to such registration statement the Stockholder Registration Statement and the prospectus used in connection therewith with such Stockholder Registration Statement as may be reasonably necessary to keep such registration statement Stockholder Registration Statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by Merger Common Shares pursuant to such registration statement during Stockholder Registration Statement until the earlier of (i) such period in accordance time as all such Merger Common Shares have been disposed of, (ii) such time as such Merger Common Shares are eligible for sale pursuant to Rule 144 (without being subject to volume limitations), or (iii) the second anniversary of the Closing Date. LeukoSite shall furnish to each Registering Stockholder a copy of any amendment or supplement to such Stockholder Registration Statement or prospectus prior to filing the same with the intended methods of disposition by the sellers thereof set forth in such registration statementSEC, and furnish, without charge, shall not file any such amendment or supplement to each seller which any such requesting Registering Stockholder shall reasonably have objected to in writing prior to the filing thereof on the grounds that such amendment or supplement contains a material inaccuracy with respect to the description of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; andRegistering Stockholder.
(cb) Furnish, without charge, If LeukoSite has delivered preliminary or final prospectuses to each seller of Registrable Securities the Registering Stockholders and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, after having done so the prospectus included in such registration statement (including each preliminary prospectus) in conformity is amended or supplemented to comply with the requirements of the Securities Act as described in Section 6.3(a) hereof, LeukoSite shall promptly notify the Registering Stockholders and, if requested by LeukoSite, the Registering Stockholders shall immediately cease making offers or sales of shares under the Stockholder Registration Statement and return all prospectuses to LeukoSite. LeukoSite shall promptly provide the Registering Stockholders with revised prospectuses and, following receipt of the revised prospectuses, the Registering Stockholders shall be free to resume making offers and sales under the Stockholder Registration Statement.
(c) LeukoSite shall furnish to each requesting Registering Stockholder such number of conformed copies of the Stockholder Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits thereto), such number of copies of the prospectus included in such Stockholder Registration Statement (including each preliminary prospectus) and such other documents number of documents, if any, incorporated by reference in such Stockholder Registration Statement or prospectus, as such seller requesting Registering Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest.
(d) Use LeukoSite shall use its best efforts to register or qualify such Registrable Securities the Merger Common Shares covered by the Stockholder Registration Statement under such other the securities or "blue sky sky" laws of such jurisdictions within the United States states as the sellers or any managing underwriter Registering Stockholders shall reasonably request; PROVIDED, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided HOWEVER, that PRGX will LeukoSite shall not be required in connection with this paragraph (b) to qualify generally to do business as a foreign corporation or file any execute a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andjurisdiction.
(e) Use LeukoSite shall pay the expenses incurred by it in complying with its best efforts to obtain obligations under this Section 6, including all other approvalsregistration and filing fees, covenantsexchange listing fees, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers fees and expenses of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 existingcounsel for LeukoSite, and subject to Article I(c) hereof, prepare fees and file as soon as practicable with the SECexpenses of accountants for LeukoSite, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: excluding (i) when the registration statementany brokerage fees, any pre-effective amendment, the prospectus selling commissions or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request underwriting discounts incurred by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Registering Stockholders in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to sales under the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, Stockholder Registration Statement and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form fees and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance expenses of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued counsel retained by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationRegistering Stockholders.
Appears in 3 contracts
Sources: Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc)
Registration Procedures. Whenever If and whenever the Holders Company is required by the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant this Warrant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and of any of the sale of such Registrable Shares under the Securities in accordance with Act, the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicableCompany shall:
(a1) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement Registration Statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Shares and use its reasonable best efforts to cause such registration statement that Registration Statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andand remain effective;
(b2) Notify each Holder of the effectiveness of each registration statement filed hereunder and as expeditiously as possible prepare and file with the SEC such Commission any amendments and supplements to such registration statement the Registration Statement and the prospectus used included in connection therewith the Registration Statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders Registration Statement effective, in the case of a Registration under Article IIfirm commitment underwritten public offering, and comply with until each underwriter has completed the provisions of the Securities Act with respect to the disposition distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the sale of all Registrable Shares covered by such registration statement during such period in accordance with thereby or 120 days after the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, effective date thereof;
(3) as expeditiously as possible furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to selling Stockholder such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number reasonable numbers of copies of such registration statement (the prospectus, including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each a preliminary prospectus) , in conformity with the requirements of the Securities Act Act, and such other documents as such seller the selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities Shares owned by such sellerthe selling Stockholder; and
(d4) Use as expeditiously as possible use its best efforts to register or qualify such the Registrable Securities Shares covered by the Registration Statement under such other the securities or blue sky Blue Sky laws of such jurisdictions within the United States states as the sellers or any managing underwriter selling Stockholders shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which that may be reasonably necessary or advisable desirable to enable such sellers the selling Stockholders to consummate the public sale or other disposition in such jurisdictions states of the Registrable Securities Shares owned by such sellers (provided the selling Stockholder; provided, however, that PRGX will the Company shall not be required in connection with this Subparagraph (4) to qualify generally to do business as a foreign corporation or file any execute a general consent to service of process in any jurisdiction where it would not otherwise be required jurisdiction. If the Company has delivered preliminary or final prospectuses to qualify or file but for this subparagraph); and
(e) Use its best efforts the selling Stockholders and after having done so the prospectus is amended to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable comply with the sellers requirements of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the selling Stockholders with revised prospectuses and, following receipt of the happening of any event as a result of which the prospectus included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendmentrevised prospectuses, the prospectus or any prospectus supplement related thereto or post-effective amendment selling Stockholders shall be free to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition resume making offers of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationShares.
Appears in 3 contracts
Sources: Warrant Agreement (Enterworks Inc), Warrant Agreement (Telos Corp), Common Stock Purchase Warrant (Telos Corp)
Registration Procedures. Whenever the Holders Company is required by the provisions of Registrable Securities have requested that this Agreement to use commercially reasonable efforts to effect or cause the registration of any Registrable Securities be registered pursuant to under the Securities Act as provided in this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereofCompany, and pursuant thereto PRGX will as expeditiously as practicablepossible:
(a) Prepare shall prepare and file with the Securities and Exchange Commission ("SEC") a SEC the requisite registration statement statement, which shall comply as to form in all material respects with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt the requirements of the requestapplicable form and shall include all financial statements required by the SEC to be filed therewith, and use its commercially reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filing; (provided, however, that PRGX shall have no obligation to include securities in before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, or any Issuer Free Writing Prospectus related thereto, the Company will furnish to Article II one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and the lead managing underwriter, if that any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement is withdrawn for or amendment thereto, any reason; andprospectus or supplement thereto or any Issuer Free Writing Prospectus related thereto to which the Majority Participating Holders or the underwriters, if any, shall reasonably object);
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and shall 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 that date when all for such period as any seller of Registrable Securities covered by pursuant to such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and ;
(c) shall furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including statement, each preliminary prospectus) prospectus and each Issuer Free Writing Prospectus utilized in connection therewith, all in conformity with the requirements of the Securities Act Act, and such other documents as such seller and underwriter reasonably may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; and, and shall consent to the use in accordance with all applicable law of each such registration statement, each amendment thereto, each such prospectus, preliminary prospectus or Issuer Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus;
(d) Use its best shall use commercially reasonable efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, reasonably shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which that may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers (provided jurisdictions, except that PRGX will in no event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 2.4(d), it would not be required to qualify generally be so qualified, to do business subject itself to taxation in any such jurisdiction or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities shall promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: :
(i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or thereto, any post-effective amendment to the registration statement or any Issuer Free Writing Prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; ;
(ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and ;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose;
(iv) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose;
(v) of the existence of any fact of which the Company becomes aware which results in the registration statement, the prospectus related thereto, any document incorporated therein by reference, any Issuer Free Writing Prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and
(vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company, subject to the provisions of Section 2.1(c), promptly shall prepare and file with the SEC, and furnish to each seller and each underwriter, if any, a reasonable number of copies of, a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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 in the light of the circumstances under which they were made not misleading;
(f) shall comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 90 days after the end of such 12 month period described hereafter), an earnings statement, which need not be audited, covering the period of at least 12 consecutive months beginning with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(g) shall use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be authorized to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time, or will be immediately following the offering, listed on such exchange;
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available shall provide and cause to be maintained a transfer agent and registrar for inspection by any seller of all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(i) shall enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities that are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(j) shall use commercially reasonable efforts to obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any;
(k) shall use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(l) shall provide a CUSIP number for all Registrable Securities, participating not later than the effective date of the registration statement;
(m) shall make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters, taking into account the needs of the Company’s businesses and the requirements of the marketing process, in the marketing of Registrable Securities in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andunderwritten offering;
(in) Promptly shall promptly prior to the filing of any document which that is to be incorporated by reference into the registration statement or the prospectus (after prospectus, and prior to the initial filing of such registration statement) and which contains information regarding the selling Holdersany Issuer Free Writing Prospectus, provide copies of such document to counsel for the selling Holders holders of Registrable Securities and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Holders holders prior to the filing thereof as counsel for such selling Holders holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(lo) Use its best efforts to shall cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders sellers of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders sellers of Registrable Securities at least three business days Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;
(p) shall take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;
(q) shall not take any direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(r) shall cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and
(ns) shall take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company may require as a condition precedent to the Company’s obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish the Company such information in writing regarding such seller and the distribution of such Registrable Securities as the Company from time to time reasonably may request; provided, that such information is necessary for the Company to consummate such registration and shall be used only in connection with such registration. Each seller of Registrable Securities agrees that upon receipt of any notice from the Company under Section 2.4(e)(v), such seller will discontinue such seller’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such seller’s receipt of the copies of the supplemented or amended prospectus. In the event the Company shall give any such notice, the applicable period set forth in Section 2.4(b) shall be extended by the number of days during such period from and including the date of the issuance giving of such notice to and including the date when each seller of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in Registrable Securities covered by such registration statement for sale shall have received the copies of the supplemented or amended prospectus. If any such registration statement or comparable statement under “blue sky” laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, such Holder shall have the right to require (i) the insertion therein of language, in any jurisdictionform and substance reasonably satisfactory to such Holder and the Company, PRGX will promptly notify each seller to the effect that the holding by such Holder of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering securities is not to be underwrittenconstrued as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company or (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, enter into as advised by counsel, required by the Securities Act or any necessary agreements similar federal statute or any state “blue sky” or securities law then in connection therewith (including an underwriting agreement containing customary representationsforce, warranties and agreements); and
(p) Cause all the deletion of the reference to such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationHolder.
Appears in 3 contracts
Sources: Registration Rights Agreement (Del Frisco's Restaurant Group, Inc.), Registration Rights Agreement (Del Frisco's Restaurant Group, LLC), Registration Rights Agreement (Del Frisco's Restaurant Group, LLC)
Registration Procedures. Whenever In connection with any registration contemplated hereunder, the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use Company shall as expeditiously as possible:
(a) Use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities Registration Statement on Form S-1 or Form S-3 (as appropriate) or a successor the appropriate form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such the registration statement to become effective as soon as reasonably practicable after filing; provided, however, that PRGX shall have its filing and in any event no obligation to include securities in later than the Effectiveness Deadline. At least five (5) Business Days before filing a registration statement Registration Statement pursuant to Article II Section 1 hereof, the Company will furnish to each Investor, if requested, a copy of a draft of the Selling Shareholder and Plan of Distribution sections (with respect to the Plan of Distribution section, only to the extent there have been any material changes to the form thereof attached hereto as Exhibit A) for review and approval, in each case which approval shall not be unreasonably withheld or delayed, and any objections to such draft Registration Statement must be lodged within two (2) Business Days of such Investor’s receipt thereof. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached hereto as Exhibit C (a “Selling Shareholder Questionnaire”) on a date that registration statement is withdrawn for any reason; andnot less than two (2) Business Days prior to the Filing Date or by the end of the fourth (4th) Business Day following the date on which such Holder receives draft materials in accordance with this Section 2(a);
(b) Notify immediately each Holder of any stop order threatened or issued by the effectiveness SEC and take all actions reasonably required to prevent the entry of each registration statement filed hereunder and a stop order or if entered to have it rescinded or otherwise removed;
(c) Use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be Registration Statement necessary to keep such registration statement the Registration Statement effective until that date when all Registrable under the Securities covered by such registration statement have been sold (but not before Act for the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, Effectiveness Period and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement the Registration Statement during such each period in accordance with the Holders’ intended methods of disposition by the sellers thereof as set forth in such registration statement, and furnish, without charge, the Registration Statement;
(d) Furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such Holder a sufficient number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act Registration Statement and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of its Registrable Securities; provided, that the Registrable Securities owned by such seller; andCompany shall have no obligation to provide any document pursuant to this clause that is available on the ▇▇▇▇▇ system;
(de) Use its reasonable best efforts to register or qualify such the Registrable Securities subject to registration under such other securities or blue sky laws of such jurisdictions within in the United States of America as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect Holder requests and will do any and all other acts and things which that may be reasonably necessary or advisable to enable such sellers Holder to consummate the disposition in such jurisdictions of the its Registrable Securities owned by such sellers (Securities; provided that PRGX will the Company shall not be required to qualify generally to do business or to file any a general consent to service of process in any such jurisdictions, unless the Company is already subject to service in such jurisdiction where it would not otherwise and except as may be required to qualify or file but for this subparagraph); andby the Securities Act;
(ef) Use its reasonable best efforts to obtain all other approvals, covenants, exemptions cause the Registrable Securities covered by the Registration Statement to be registered with or authorizations from such approved by those governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities each Holder to consummate the disposition of such its Registrable Securities; and;
(fg) Notify each seller of such Registrable Securities promptly Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening Act, of any event as a result of which the prospectus included in such registration statement or any document incorporated therein by reference contains 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 existingmisleading, and subject to Article I(c) hereof, will prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement prospectus or any such document incorporated therein by reference so that, as that thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use misleading;
(h) Use its reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling all Registrable Securities covered to be listed on the same securities exchange, with the same CUSIP, and with the same transfer agent, as similar securities issued by such registration statement and each managing underwriter, if any: the Company are then listed;
(i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, Promptly make reasonably available for inspection by the selling Holders and any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, attorney or accountant or other agent retained by any such seller or any such underwriterthe selling Holders, all pertinent financial and other records, pertinent corporate documents documents, and properties of PRGXthe Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent agent, in connection with each case, as necessary or advisable to verify the accuracy of the information in such registration statement in order and to permit them to exercise their conduct appropriate due diligence responsibility; and
(i) Promptly in connection therewith. Notwithstanding the foregoing, the Company shall not disclose material nonpublic information to the Holders, or to advisors to or representatives of the Holders, unless prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing disclosure of such registration statement) information the Company identifies such information as being material nonpublic information and which contains information regarding provides the selling Holders, provide copies of such document advisors and representatives with the opportunity to counsel accept or refuse to accept such material nonpublic information for review and any Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably requestCompany with respect thereto; and
(j) Furnish to Notify each Holder participating in selling Holder, promptly after the offering and the managing underwriterCompany receives notice thereof, without charge, at least one signed copy of the time when such registration statement and has been declared effective or a supplement to any post-effective amendments thereto (which may be prospectus forming a photocopy or conformed copy part of such signed document), excluding all documents incorporated therein by reference and all exhibits; andregistration statement has been filed.
(k) Use its best efforts to furnish, at If (i) a Registration Statement covering all of the request of any Holder requesting registration of Registrable Securities required to be filed by the Company pursuant to this AgreementAgreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during a Suspension Period (as defined in Section 3(a)) or (y) if the Registration Statement is on Form F-1, on for a period of 15 days following the date that on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 20-F) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of Common Shares) (a “Maintenance Failure”) then, in satisfaction of the damages to any Holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available to any Holder at law or in equity), the Company shall pay to each such Holder relating to such Registration Statement an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Holder’s Registrable Securities are delivered to included in such Registration Statement on each of the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effectivefollowing dates: (i) the day of a copy Filing Failure and on every thirtieth day (pro rated for shorter periods) thereafter until the earlier of an opinion or opinions, dated (x) the date on which such date, of Filing Failure is cured and (y) the counsel representing PRGX for date on which the purposes of such registration, in form and substance as is customarily given by company counsel Registrable Securities cease to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and be Registrable Securities under this Agreement; (ii) a letter dated the day of an Effectiveness Failure and on every thirtieth day (pro rated for shorter periods) thereafter until the earlier of (x) the date on which such date, from Effectiveness Failure is cured and (y) the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to date on which the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities cease to be Registrable Securities under this Agreement; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for shorter periods) thereafter until the earlier of (x) the date on which such Maintenance Failure is cured and (y) the date on which the Registrable Securities cease to be Registrable Securities under this Agreement. The payments to which a Holder shall be entitled pursuant to this Agreement Section 2(k) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the fifth Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) (or such lesser maximum amount that is permitted to be paid by applicable law) of such unpaid Registration Delay Payment per month (pro rated for shorter periods) until such amounts, plus all interest thereon, are paid in full. Notwithstanding anything to the contrary herein or in the disposition Securities Purchase Agreement, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, eight percent (8.0%) of the Registrable Securities covered by such registration statement, including aggregate Purchase Price. The Effectiveness Deadline for a Registration Statement shall be extended without limitation default or Registration Delay Payments hereunder in the case event that the Company’s failure to obtain the effectiveness of an underwritten offering, causing key executives the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company and its subsidiaries necessary to participate under complete the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names Registration Statement in accordance with the underwriting agreement prior requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for held by such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreementsHolder); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 3 contracts
Sources: Securities Purchase Agreement, Registration Rights Agreement (ObsEva SA), Securities Purchase Agreement (ObsEva SA)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities All expenses incurred in accordance connection with the intended method of disposition thereofregistrations under this Section 19 (including all registration, filing, qualification, legal, printing and pursuant thereto PRGX will accounting fees, but excluding underwriting commissions and discounts), shall be borne by Parent. In connection with registrations under Sections 19.1 and 19.2, Parent will, as expeditiously as practicable:
(ai) Prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Parent Stock and use its reasonable best efforts to cause such registration statement to become and remain effective, provided that Parent may discontinue any registration of its securities that is being effected pursuant to Section 19.1 at any time prior to the effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto.
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (x) to keep such registration statement effective until that date when all Registrable Securities covered for a period as may be requested by such registration statement have been sold (but not before the expiration stockholders holding a majority of the applicable prospectus delivery periodParent Stock covered thereby not exceeding 90 days and (y) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, and furnishthat before filing a registration statement or prospectus relating to the sale of Parent Stock, without chargeor any amendments or supplements thereto, Parent will furnish to counsel of each seller holder of Registrable Securities, in accordance with Section 9.1 hereofParent Stock covered by such registration statement or prospectus, copies of all correspondence between PRGX documents proposed to be filed, which documents will be subject to the review of such counsel, and the SEC relating Parent will give reasonable consideration in good faith to any comments of such registration; andcounsel.
(ciii) Furnish, without charge, Furnish to each seller holder of Registrable Securities Parent Stock covered by the registration statement and to each underwriter, if any, in accordance with Section 9.1 hereofof such Parent Stock, such number of copies of such registration statement (including all exhibits), each amendment a preliminary prospectus and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) for delivery in conformity with the requirements of the Securities Act 1933 Act, and such other documents documents, as such seller Person may reasonably request request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andParent Stock.
(div) Use its best efforts to register or qualify the Parent Stock covered by such Registrable Securities registration statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities Parent Stock owned by such sellers (provided seller in such jurisdictions, except that PRGX will Parent shall not for any such purpose be required (x) to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 19.3(iv), it is not then so qualified, (y) to subject itself to taxation in any such jurisdiction, or file (z) to take any action which would subject it to general consent to or unlimited service of process in any such jurisdiction where it would is not otherwise be required to qualify or file but for this subparagraph); andthen so subject.
(ev) Use its best efforts to obtain all cause the Parent Stock covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; andParent Stock.
(fvi) Notify Immediately notify each seller of Parent Stock covered by such Registrable Securities promptly registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act of within the happening of any event as a result of which appropriate period mentioned in Section 19.3(ii), if Parent becomes aware that the prospectus included in such registration statement contains 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, and subject to Article I(c) hereofand, prepare and file at the request of any such seller, deliver a reasonable number of copies of an amended or supplemental prospectus as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement may be necessary so that, as thereafter delivered to the purchasers Parents of such Registrable SecuritiesParent Stock, such each prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, then existing.
(vii) Otherwise use reasonable its best efforts to cause it comply with all applicable rules and regulations of the SEC and make generally available to become effective its security holders, in each case as soon as possible; andpracticable, but not later than 45 calendar days after the close of the period covered thereby (90 calendar days in case the period covered corresponds to a fiscal year of the Parent), an earnings statement of Parent which will satisfy the provisions of Section 11 (a) of the 1933 Act.
(gviii) Promptly notify Use its best efforts in cooperation with the underwriters to list such Parent Stock on each Holder selling Registrable Securities securities exchange as they may reasonably designate.
(ix) In the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Parent in customary form and covering such matters of the type customarily covered by such registration statement letters.
(x) Execute and each managing underwriter, if any: deliver all instruments and documents (iincluding in an underwritten offering an underwriting agreement in customary form) when and take such other actions and obtain such certificates and opinions as the registration statement, any pre-effective amendment, stockholders holding a majority of the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) shares of any request Parent Stock covered by the SEC or any state securities authority for amendments or supplements Registration Statement may reasonably request in order to the registration statement or the prospectus related thereto or for additional information; and (iii) effect an underwritten public offering of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andParent Stock.
(hxi) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably Make available for inspection by any the seller of such Registrable Securities Parent Stock covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXParent, and cause all of Parent'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 in order to permit them to exercise their due diligence responsibility; andstatement.
(ixii) Promptly prior Obtain for delivery to the filing of any document which is to be incorporated by reference into the registration statement underwriter or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of agent an opinion or opinions, dated such date, of the opinions from counsel representing PRGX for the purposes of such registration, Parent in customary form and in form and substance as is customarily given by company counsel scope reasonably satisfactory to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company underwriter or agent and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationcounsel.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 4.1 and 4.2 or any "draw-down" pursuant to Section 4.1, the Company will promptly:
(a) cooperate with any underwriters for, and the sale holders of such Registrable Securities, and will enter into a usual and customary underwriting agreement with respect thereto and take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such Registrable Securities in accordance with the intended method of disposition thereofmanner contemplated by the related registration statement, and the Company will provide to the holders of such Registrable Securities, any underwriter participating in any distribution thereof pursuant thereto PRGX will as expeditiously as practicable:to a registration statement, and any attorney, accountant or other agent retained by any holder of Registrable Securities or underwriter, reasonable access to appropriate Company officers and employees to answer questions and to supply financial and other information reasonably requested by any such holders of Registrable Securities, underwriter, attorney, accountant or agent in connection with such registration statement;
(ab) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andeffective;
(bc) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all and, with respect to any "draw-down," to reflect the method of disposition of the Registrable Securities covered by pursuant to such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, "draw-down," and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement during until the earlier of such period time as all of such Registrable Securities and such other securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement or, in the case of a registration pursuant to Section 4.2 hereof, the expiration of sixty (60) days after such registration statement becomes effective; and will furnish, without chargeupon request, to each such seller prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any such amendment or supplement to which any such seller shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder;
(d) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, the underwriters (if any, ) such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), in conformity with the requirements of the Securities Act Act, such documents, if any, incorporated by reference in such registration statement or prospectus, and such other documents documents, as such seller may reasonably request in order request;
(e) promptly, upon written request, deliver to facilitate the disposition each seller of the Registrable Securities owned by such seller; andand the underwriters (if any), copies of all correspondence between the Commission and (i) the Company, (ii) its counsel, or (iii) its auditors, with respect to the registration statement;
(df) Use use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the states of the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the such registration statement is remains in effect effect, and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities owned covered by such sellers (provided registration statement, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Subsection (f) be obligated to be so qualified, or file to subject itself to taxation in any general such jurisdiction, or to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(eg) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify immediately notify each seller of such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains 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, which untrue statement or omission requires amendment of the registration statement or supplementation of the prospectus, and subject to Article I(c) hereofat the request of any such seller, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such seller a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and in the case then existing; provided, however, that each holder of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected registered pursuant to such registration statement and by agrees that he will not sell any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on such registration statement during the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date time that the registration statement Company is preparing and filing with respect the Commission a supplement to such securities becomes effective: (i) a copy of or an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes amendment of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting prospectus or registration of Registrable Securitiesstatement;
(lh) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a any registration statement, or the initiation of any proceeding for such purpose, statement or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement Registrable Securities for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain its withdrawal;
(i) otherwise use its best efforts to comply with all applicable rules and regulations of the withdrawal Commission, and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of such order; andregistration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(oj) If the offering is provide and cause to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide maintained a transfer agent and registrar for all Registrable Securities registered pursuant hereto covered by such registration statement from and after a CUSIP number for all such Registrable Securities, in each case date not later than the effective date of such registrationregistration statement; and
(k) use its best efforts to list all Common Stock covered by such registration statement on each securities exchange or securities quotation system on which any of the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request and as shall be required by law or by the Commission in connection therewith.
Appears in 3 contracts
Sources: Shareholder Agreement (Maxim Group Inc /), Merger Agreement (Shaw Industries Inc), Merger Agreement (Maxim Group Inc /)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that In connection with any Registrable Securities be registered pursuant to registration required under this Agreement, PRGX the Company shall take the actions set forth below.
(i) The Company shall notify the Holders in writing promptly of any stop order issued or threatened by the Commission or other suspension of effectiveness of the Resale Registration Statement and will use its take commercially reasonable best efforts actions necessary or appropriate to effect prevent the registration and the sale entry of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect stop order or to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if remove it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities if entered and will notify the Holders in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andwriting promptly of the resolution of such situation.
(bii) Notify The Company shall furnish to each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold the Resale Registration Statement filed pursuant to this Agreement (but not before A) promptly after the expiration same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of the applicable Resale Registration Statement and any amendment thereto, each prospectus delivery period) and each amendment or such shorter period supplement thereto, and, as PRGX may notify promptly as practicable after the Holders in date of effectiveness of the case of Resale Registration Statement or any amendment thereto, a written notice stating that the Resale Registration under Article IIStatement or amendment thereto has been declared effective, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(cB) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus) statement, in conformity with the requirements of the Securities Act Act, and such other documents as any such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andHolder. Such delivery of documents pursuant to (B) above shall be made by the Company within three (3) trading days of receipt of a request therefor from any Holder.
(diii) Use The Company shall use its best commercially reasonable efforts to register or qualify such the Registrable Securities under such other the securities or “blue sky sky” laws of such jurisdictions within each State of the United States of America as any of the sellers or any managing underwriter shall Holders of the Registrable Securities covered by a registration statement filed hereunder may reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and shall do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers the Holders to consummate the disposition in such jurisdictions States of the Registrable Securities owned by such sellers (the Holders; provided that PRGX will the Company shall not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphSection 5(c)(iii); and, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(eiv) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable The Company shall immediately notify the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act Holders in writing of the happening of any event which comes to the Company’s attention if, as a result of which such event, the prospectus included in such registration statement the Resale Registration Statement, as then in effect, contains an any 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 therein, in light of the circumstances then existingunder which they were made, not misleading, and subject to Article I(c) hereof, prepare and file the Company shall as soon as reasonably practicable prepare and furnish to each Holder and file with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, Commission a supplement or amendment to such prospectus or an amendment to the registration statement or take such other action so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus or registration statement will not no longer contain an any 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 not misleading therein, in light of the circumstances under which they were made made, not misleading.
(v) The Company shall hold in confidence and in not make any disclosure of information concerning the case of an amendment Holders provided to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities Company pursuant to this Agreement unless (A) disclosure of such information is necessary to comply with federal or state securities laws, (B) disclosure of such information is necessary to avoid or correct a misstatement or omission in the disposition of the Registrable Securities covered by such registration statementResale Registration Statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and (C) release of such duration as information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (D) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (E) the judgment Holders consent to the form and content of any such managing underwriter are appropriate for such underwritten offering;disclosure.
(mvi) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide The Company shall provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationregistration and shall instruct the transfer agent that upon sale of such Registrable Securities that no legend need be placed on the certificate of such person who purchased the Registrable Securities pursuant to the Resale Registration Statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Palm Inc), Registration Rights Agreement (Palm Inc), Registration Rights Agreement (Palm Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities are to be registered pursuant to this AgreementSection 2, PRGX the Company will use its reasonable best efforts diligence to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof as quickly as practicable and in accordance with the provisions of Section 2. In connection with any offering of Registrable Securities pursuant to the Agreement, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such that includes the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible requested to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, be included therein in accordance with Section 2 and use its reasonable best efforts diligence to cause such registration statement to become effective as soon as practicable after filingeffective; provided, however, that PRGX shall have no obligation to include securities in at least five Business Days before filing a registration statement pursuant or prospectus or any amendment or supplement thereto, including documents incorporated by reference therein, the Company will furnish to Article II the Holder, and the underwriters, if that any, draft copies of all such documents proposed to be filed, which documents will be subject to the review of the Holder and such underwriters, and the Company will not file any registration statement or prospectus or amendment or supplement thereto (including such documents incorporated by reference) to which the Holder or the underwriters with respect to such Registrable Securities, if any, shall reasonably object within five days of receipt of any of such documents; and provided further, however, that if the Company, in the case of a Piggyback Registration, despite the reasonable objection of the Holder, desires to proceed with the registration of its shares, the Holder may withdraw the Registrable Securities from being included in such offering, using its good-faith efforts to minimize delay caused by such withdrawal, and the Company may then, notwithstanding anything to the contrary in the immediately preceding proviso, proceed with such offering; the Company and the Holder acknowledge that such withdrawal by the Holder will delay such offering for as much time as is withdrawn for any reason; andnecessary to amend such registration statement or prospectus to reflect the withdrawal of such Registrable Securities from such offering;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements post- effective amendments to such the registration statement and the prospectus used in connection therewith as may be necessary to keep such the registration statement effective until that date for a period of six months (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (or withdrawn, but not before prior to the expiration of the applicable 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable); cause the prospectus delivery period) or such shorter period to be supplemented by any required prospectus supplement, and as PRGX may notify so supplemented to be filed pursuant to Rule 424 under the Holders in the case of a Registration under Article II, 1933 Act; and comply with the provisions of the Securities 1933 Act applicable to it with respect to the disposition of all securities covered by such registration statement during such the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementstatement or supplement to the prospectus; the Company shall not be deemed to have complied with its obligations hereunder to keep a registration statement effective during the applicable period if it voluntarily takes any action that would result in the prevention of the Holder from selling such Registrable Securities during that period unless such action is required under applicable law;
(c) furnish to the Holder and the underwriter or underwriters, and furnishif any, without charge, to each seller such reasonable number of Registrable Securities, in accordance with Section 9.1 hereof, conformed copies of all correspondence between PRGX the registration statement and the SEC relating to any post-effective amendment thereto and such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such reasonable number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with and any amendments or supplements thereto, and any documents incorporated by reference therein, as the requirements of the Securities Act and such other documents as such seller Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned being sold by such seller; andthe Holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by the Holder and the underwriter or underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto);
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within notify the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act 1933 Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains an any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, and subject to Article I(c) hereofnot misleading and, as promptly as practicable thereafter, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, Commission and promptly notify each Holder of Registrable Securities of the filing of, furnish a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made and made, not misleading;
(e) use reasonable diligence to cause all Registrable Securities included in such registration statement to be listed, by the case date of the first sale of Registrable Securities pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then listed or proposed to be listed, if any;
(f) make generally available to its security holders an amendment to earnings statement satisfying the provisions of Section 11(a) of the 1933 Act no later than 90 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, use reasonable best efforts which earnings statement shall cover said 12-month period, which requirement will be deemed to cause it be satisfied if the Company timely files complete and accurate information on such forms and reports as the Company may be required to become effective file under the Exchange Act and otherwise complies with Rule 158 under the 1933 Act as soon as possible; andfeasible;
(g) Promptly notify each the Holder selling Registrable Securities covered of any stop order issued or threatened by the Commission in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered, and make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement and each at the earliest possible moment;
(h) if requested by the managing underwriterunderwriter or underwriters, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any promptly incorporate in a prospectus supplement related thereto or post-effective amendment such information as the managing underwriter or underwriters or the Holder reasonably requests to be included therein, including, without limitation, the registration statement has been filed andpurchase price being paid therefor by such underwriter or underwriters and any other terms of the underwritten offering of such Registrable Securities (excluding, however, information with respect to the registration statement number of Registrable Securities being sold to such underwriter or any underwriters by the Holder), and promptly make all required filings of such prospectus supplement or post-effective amendment, when ;
(i) as promptly as practicable after filing with the same has become effective; (ii) Commission of any request document which is incorporated by reference into a registration statement, deliver to the Holder as many copies of that document as may be reasonably requested by the SEC Holder;
(j) on or any state securities authority for amendments or supplements prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the prospectus related thereto Holder the underwriter or for additional information; underwriters, if any, and (iii) their counsel, in connection with the registration or qualification of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; and provided, further, however, that while it is the present intention of the Holder to cooperate with the Company to keep the costs of compliance with state blue sky laws to a minimum, the Holder shall have the right to require compliance by the Company with the blue sky laws of as many states as the managing underwriter deems reasonably necessary in its good faith judgment to realize the maximum possible value for the Registrable Securities included in such registration statement;
(k) cooperate with the Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, may request, subject to the underwriters' obligation to return any certificates representing securities not sold;
(l) use reasonable diligence to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the initiation underwriter or underwriters, if any, to consummate the disposition of any proceeding for such purpose; andsecurities;
(hm) Upon receipt enter into such customary agreements (including an underwriting agreement in customary form) and take all such other reasonable actions as the Holder or the underwriters retained by the Holder participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such confidentiality agreements as PRGX may reasonably request, Registrable Securities;
(n) make reasonably available for inspection by the Holder, any seller of such Registrable Securities covered by underwriter participating in any disposition pursuant to such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriterunderwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, and supply all information reasonably requested by any such sellerthe "Records"), underwriter, attorney, accountant or agent in connection with such registration statement in order as shall be necessary to permit enable them to exercise their due diligence responsibility; and
(i) Promptly prior and cause the Company's officers, directors and employees to the filing of make available for inspection and/or copying all Records reasonably requested by any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such Inspector in connection with such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(jo) Furnish list such securities on or with a national securities exchange (which term shall include the NASDAQ National Market System) and comply with all applicable exchange listing requirements and rules and regulations thereof;
(p) use reasonable diligence to each Holder participating obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the offering and the managing underwriter, without charge, at least one signed copy of type customarily covered by cold comfort letters covering registration statements similar to the registration statement at issue as the Holder reasonably requests. The Holder, upon receipt of any notice from the Company of the occurrence of any event of the kind described in subsection (d) of this Section 3.1, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 and copies of any post-effective amendments thereto additional or supplemental filings which are incorporated by reference in the prospectus, or until Holder is advised in writing (which the "Advice") by the Company that the use of the prospectus may be a photocopy or conformed copy of such signed document)resumed. If so directed by the Company, excluding all documents incorporated therein by reference and all exhibits; and
the Holder shall deliver to the Company (k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this AgreementCompany's expense) all copies in Holder's possession or control, on other than permanent file copies then in the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such dateHolder's possession, of the counsel representing PRGX for prospectus covering such Registrable Securities. In the purposes event the Company shall give any such notice, the time periods mentioned in subsection (b) of this Section 3.1 shall be extended by the number of days during the period from and including the date of the giving of such registration, in form notice to and substance as is customarily given by company counsel to including the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant date when each seller of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in statement shall have received the case copies of an underwritten offering, causing key executives the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 hereof or the Advice. If such registration statement refers to the Holder by name or otherwise as the holder of any securities of the Company then the Holder shall have the right to require (i) the insertion therein of language, in form and its subsidiaries substance satisfactory to participate under the direction Holder to the effect that the holding by such Holder of such securities is not to be construed as a recommendation of such Holder of the managing underwriter investment quality of the Company's securities covered thereby and that such holding does not imply that the Holder will assist in a "road show" scheduled by such managing underwriter in such locations and meeting any future financial requirements of such duration as the Company, or (ii) in the judgment of event that such managing underwriter are appropriate for reference to such underwritten offering;
(m) Cooperate with Holder by name or otherwise is not required by the selling Holders of Registrable Securities and Act or any similar federal statute then in force, the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions deletion of the selling holders of Registrable Securities at least three business days prior reference to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationHolder.
Appears in 3 contracts
Sources: Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc)
Registration Procedures. Whenever Upon the Holders receipt of Registrable Securities have requested that a request for registration of any Registrable Securities be registered pursuant to Section 2 or Section 3 of this Agreement, PRGX the Company will use its reasonable best efforts to effect the registration and of the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX the Company will as expeditiously as practicablepossible:
(a) 9.1.1 Prepare and file with the Commission a Registration Statement on an appropriate form under the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Act and use its reasonable best efforts to cause such registration statement Registration Statement to become effective as soon as at the earliest practicable after filingdate; provided, howeverthat before filing a Registration Statement or prospectus or any amendments or supplements thereto, that PRGX shall have no obligation including documents incorporated by reference after the initial filing of any Registration Statement, the Company will promptly furnish to include securities in a registration statement the holders of Registrable Securities to be registered pursuant to Article II this Agreement (the “Registered Holders”) and the underwriters, if that registration statement is withdrawn for any reason; and
(b) Notify each Holder any, copies of all such documents proposed to be filed, which documents will be subject to the review of the effectiveness Registered Holders and the underwriters, and the Company will not file any Registration Statement or amendment thereto, or any prospectus or any supplement thereto (including such documents incorporated by reference) to which the Registered Holders or the underwriters, if any, shall reasonably object in light of each registration statement filed hereunder the requirements of the Securities Act and prepare any other applicable laws and regulations.
9.1.2 Prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection therewith Registration Statement as may be necessary to keep such registration statement Registration Statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of for the applicable period; cause the related prospectus delivery periodto be filed pursuant to Rule 424(b) (or any successor provision) under the Securities Act; cause such shorter period prospectus to be supplemented by any required prospectus supplement and, as PRGX may notify so supplemented, to be filed pursuant to Rule 424(b) (or any successor provision) under the Holders in the case of a Registration under Article II, Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, Registration Statement or prospectus or supplement to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX such prospectus.
9.1.3 Notify the Registered Holders and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwritermanaging underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in accordance writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with Section 9.1 hereofrespect to a Registration Statement or any post-effective amendment, such number when the same has become effective, (ii) of copies of such registration statement any request by the Commission for amendments or supplements to a Registration Statement or related prospectus or for additional information, (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectusiii) in conformity with the requirements of the Securities Act issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceeding for that purpose, (iv) if at any time the representations and such other documents as such seller may reasonably request in order warranties of the Company contemplated by subsection 9.1.10 cease to facilitate be true and correct, (v) of the disposition receipt by the Company of any notification with respect to the suspension of qualification of any of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process sale in any jurisdiction where it would not otherwise be required to qualify or file but the initiation of any proceeding for this subparagraph); and
such purpose, (evi) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as which requires the making of any changes in a result of which the Registration Statement or related prospectus included in so that such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus documents will not contain an any 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 not misleading and (vii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosures and post-effective amendment.
9.1.4 Make reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment.
9.1.5 If requested by the managing underwriters or the Registered Holders in connection with an underwritten offering, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and the Registered Holders agree should be included therein relating to such sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of shares of Registrable Securities being sold to such underwriters and the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and supplement or make amendments to any Registration Statement if requested by the Registered Holders or any underwriter of such Registrable Securities.
9.1.6 Furnish to the Registered Holders and each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement, any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference).
9.1.7 Deliver without charge to the Registered Holders and the underwriters, if any, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; and the Company consents to the use of such prospectus or any amendment or supplement thereto by such Registered Holders and the underwriters, if any, in connection with the offer and sale of the Registrable Securities covered by such prospectus or any amendment or supplement thereto.
9.1.8 Prior to any public offering of Registrable Securities, register or qualify or cooperate with the Registered Holders, the underwriters, if any, and respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Registered Holders or an underwriter reasonably requests in writing; keep each such registration or qualification effective during the period the Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Company will not be required in connection therewith or as a condition thereto to qualify generally to do business or subject itself to general service of process in any such jurisdiction where it is not then so subject.
9.1.9 Upon the occurrence of any event contemplated by subsection 9.1.3(ii)-(vii) above, prepare, to the extent required, a supplement or post-effective amendment to the applicable Registration Statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchaser of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
9.1.10 Enter into such agreements (including an underwriting agreement) and take all such other actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registrable Securities to be covered by such registration are to be offered in an underwritten offering: (i) make such representations and warranties to the Registered Holders as to the Registration Statement, prospectus and documents incorporated by reference, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof with respect to the Registration Statement and the prospectus in the form, scope and substance which are customarily delivered in underwritten offerings; (iii) in the case of an amendment underwritten offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and obtain opinions of counsel to the registration statementCompany and updates thereof (which counsel and opinions (in form, use reasonable best efforts scope and substance) shall be reasonably satisfactory to cause it the managing underwriters and the Registered Holders) addressed to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement the Registered Holders and each managing underwriterthe underwriters, if any: , covering the matters customarily covered in opinions delivered in underwritten offerings and such other matters as may be reasonably requested by the Registered Holders and such underwriters; (iv) obtain comfort letters and updates thereof from the Company’s independent certified public accountants addressed to the Registered Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in comfort letters by accountants in connection with underwritten offerings; (v) if any underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures customarily included in underwriting agreements in underwritten offerings; and (vi) the Company shall deliver such documents and certificates as may be requested by the Registered Holders and the managing underwriters, if any, to evidence compliance with clause (i) when above and with any customary conditions contained in the registration statement, any pre-effective amendment, underwriting agreement or other agreement entered into by the prospectus Company. The above shall be done at each closing under such underwriting or any prospectus supplement related thereto similar agreement or post-effective amendment as and to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andextent required thereunder.
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably 9.1.11 Make available for inspection by a representative of the Registered Holders, any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement registration, and by any attorney, attorney or accountant or other agent retained by any such seller the Registered Holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such sellerrepresentative, underwriter, attorney, attorney or accountant or agent in connection with such registration statement registration; provided, that any records, information or documents that are designated by the Company in order writing as confidential shall be kept confidential by such Persons unless disclosures of such records, information or documents is required by court or administrative order.
9.1.12 Otherwise use its reasonable best efforts to permit them comply with all applicable rules and regulations of the Commission and make generally available to exercise their due diligence responsibility; and
its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, no later than 90 days after the end of any 12-month period (i) Promptly prior to commencing at the filing end of any document fiscal quarter in which is Registrable Securities are sold to be incorporated by reference into underwriters in a firm or best efforts underwritten offering and (ii) beginning with the registration statement or first day of the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders Company’s first fiscal quarter next succeeding each sale of Registrable Securities after the effective date of a Registration Statement, which statements shall cover said 12-month periods.
9.1.13 Use its reasonable best efforts to list all Registrable Securities covered by the Registration Statement on the Nasdaq Global Market and to each managing underwriterany other securities exchange or trading market on which any of the equity securities of the Company of the same class as the Registrable Securities are then listed.
9.1.14 At all times during the term of this Agreement, and make such changes in such document concerning maintain the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy effectiveness of the registration statement of the Common Stock under the Exchange Act and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use use its reasonable best efforts to furnish, at prepare and file in a timely manner all documents and reports required by such Act.
9.1.15 If the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registrationCompany, in form and substance as is customarily given the exercise of its reasonable judgment, objects to any change requested by company counsel to the underwriters in an underwritten public offering, addressed to Registered Holders or the underwriters, if any, to any Registration Statement or prospectus or any amendments or supplements thereto (including documents incorporated or to be incorporated therein by reference) as provided for in this Section 9, the Company shall not be obligated to make any such change and such Registered Holders may withdraw their Registrable Securities from such registration, in which event (i) the Company shall pay all registration expenses (including its counsel fees and expenses) incurred in connection with such Registration Statement or amendment thereto or prospectus or supplement thereto, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offeringa registration being effected pursuant to Section 2, causing key executives such registration shall not count as one of the registrations the Company and its subsidiaries is obligated to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, effect pursuant to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationSection 2.
Appears in 3 contracts
Sources: Registration Rights Agreement (Halcon Resources Corp), Securities Purchase Agreement (Ram Energy Resources Inc), Registration Rights Agreement (Halcon Resources Corp)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 1.1 and 1.2, the intended method of disposition thereofCompany will, and pursuant thereto PRGX will as expeditiously as practicablepossible:
(a) Prepare prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Securities and Exchange Commission ("SEC") a the requisite registration statement with respect to effect such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, registration and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingeffective; providedPROVIDED, howeverHOWEVER, that PRGX shall have no obligation the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during until such period time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, and furnishthat except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, without charge, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; andCompany;
(c) Furnish, without charge, furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each underwriter, if any, such amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(d) Use use its reasonable best efforts (i) to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within States of the United States of America where an exemption is not available and as the sellers or any managing underwriter of Registrable Securities covered by such registration statement shall reasonably request, (ii) to keep such registration or qualification in effect for so long as the such registration statement is remains in effect effect, and do (iii) to take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such sellers (provided sellers, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (d) be obligated to be so qualified or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use use its reasonable best efforts to obtain cause all Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions federal or authorizations from such state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; and;
(f) Notify furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of:
(i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and
(ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request;
(g) notify each seller of Registrable Securities promptly covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 misleading, in the light of the circumstances then existingunder which they were made, and subject to Article I(c) hereof, at the request of any such seller promptly prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to it a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, made;
(h) otherwise use its reasonable best efforts to cause it comply with all applicable rules and regulations of the Commission, and, if required, make available to become effective its security holders, as soon as possible; andreasonably 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 and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus;
(gi) Promptly notify provide and cause to be maintained a transfer agent and registrar (which, in each Holder selling case, may be the Company) for all Registrable Securities covered by such registration statement from and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and
(j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
Appears in 3 contracts
Sources: Registration Rights Agreement (Allis Chalmers Corp), Registration Rights Agreement (Allis Chalmers Corp), Registration Rights Agreement (Allis Chalmers Corp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that In connection with any Registrable Securities be registered registration effected pursuant to the terms of this Agreement, PRGX will use its reasonable best efforts Packaging Dynamics shall as expeditiously as possible:
(a) prepare and file with the SEC, not later than forty-five (45) days after receipt of a request to effect the file a registration statement with respect to Registrable Securities, a registration statement of any form for which Packaging Dynamics then qualifies and which counsel for Packaging Dynamics deems appropriate for the sale of such Registrable Securities in accordance with the intended method of disposition distribution thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and . Packaging Dynamics shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingeffective; provided, however, that PRGX shall have no obligation to include securities in before filing a registration statement or prospectus or any amendments or supplements thereto, Packaging Dynamics shall (i) provide counsel selected by the holder or holders of a majority of the aggregate outstanding shares of Registrable Securities to be registered pursuant to Article II if that such registration ("Holders' Counsel") and any other Inspector (as defined below) with an opportunity to participate in the preparation of such registration statement is withdrawn for and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to the review of Holders' Counsel, and (ii) notify Holders' Counsel and the holders of Registrable Securities of any reason; andstop order issued or threatened by the SEC and take all reasonable action required to prevent the entry of such stop order or to remove it if entered;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that the earliest to occur of (i) the expiration of twelve (12) months and (ii) the date when all Registrable Securities covered by such registration statement included therein have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(c) Furnish, without charge, furnish to each seller Holder and to the Holders' Counsel, prior to filing a registration statement, copies of Registrable Securities such registration statement as proposed to be filed, and each underwriter, if any, in accordance with Section 9.1 hereof, thereafter such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller the Holders' Counsel may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andthe holders of Registrable Securities;
(d) Use use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect Holders' Counsel reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers the holders of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned held by such sellers (provided holders of Registrable Securities; provided, however, that PRGX will Packaging Dynamics shall not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (d); and, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(e) Use use its best efforts to obtain all cause the Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary by virtue of the business and operations of Packaging Dynamics to enable the sellers holders of such Registrable Securities to consummate the disposition of such Registrable Securities; and;
(f) Notify each seller notify the holders of such Registrable Securities promptly Securities, at any time when a prospectus relating thereto to the registration statement is required to be delivered under the Securities Act of Act, upon discovery of, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 existingunder which they were made. In such instance, and subject to Article I(c) hereof, Packaging Dynamics promptly shall prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andmade;
(g) Promptly notify each Holder selling enter into and perform customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities covered by such registration statement Securities, including using its reasonable efforts to cause officers of Packaging Dynamics to participate in "road shows" and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request other information meetings organized by the SEC or any state securities authority for amendments or supplements to the registration statement Approved Underwriter or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andCompany Underwriter;
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by managing underwriter participating in any disposition pursuant to such registration statement, by Holders' Counsel and any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller the holder or holders of a majority of the aggregate outstanding shares of Registrable Securities to be registered hereunder or any such underwritermanaging underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of PRGXPackaging Dynamics and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Packaging Dynamics' and its subsidiaries' officers, directors and employees, and the independent public accountants of Packaging Dynamics, to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement statement. Records and other information that Packaging Dynamics determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Records or other information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Records or other information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) the information in such Records or such other information has been made generally available to permit them the public by someone other than such Inspector. Packaging Dynamics shall not be required to exercise their due diligence responsibility; anddisclose any such confidential information or Records until and unless the Inspectors shall have entered into customary confidentiality agreements with Packaging Dynamics with respect thereto. Each holder of Registrable Securities agrees that it shall, upon learning that disclosure of such Records or other information is sought in a court of competent jurisdiction, give notice to Packaging Dynamics and allow Packaging Dynamics, at Packaging Dynamics' expense, to undertake appropriate action to prevent disclosure of the Records or other information deemed confidential;
(i) Promptly prior in the event such sale is pursuant to an underwritten offering, use its best efforts to obtain a "cold comfort" letter, dated as of a date reasonably proximate to the filing date of any document which is to be incorporated the underwriting agreement and the date of the closing under the underwriting agreement, from Packaging Dynamics' independent public accountants in customary form and covering such matters of the type customarily covered by reference into the registration statement "cold comfort" letters as Holders' Counsel or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may underwriter reasonably request; and;
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use use its best efforts to furnishobtain, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, Holders' Counsel on the date that such Registrable Securities securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, registration or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of , an opinion or opinions, dated such date, of the counsel representing PRGX Packaging Dynamics for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration holders of Registrable Securities, covering such legal matters with respect to the registration in respect of which such opinion is being given as the Holders' Counsel and the underwriters, if any, may reasonably request and are customarily included in such opinions;
(k) 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, but no later than fifteen (15) months after the effective date of the registration statement, an unaudited earnings statement covering a period of twelve (12) months beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder;
(l) Use its best efforts to cooperate with the Holders requesting registration keep each holder of Registrable Securities pursuant advised in writing as to this Agreement in the disposition initiation and progress of the Registrable Securities covered by such any registration statementunder Section 2, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering3 or 4 hereunder;
(m) Cooperate provide officers' certificates and other customary closing documents;
(n) notify each seller of such Registrable Securities and each underwriter participating in the disposition of such Registrable Securities of any stop order or other suspension of effectiveness of the registration statement;
(o) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment;
(p) cooperate with the selling Holders sellers of such Registrable Securities and the managing underwriterunderwriter or underwriters, if any, to facilitate the timely preparation and delivery of book-entry securities or, if applicable, of certificates (not bearing any restrictive legends legends) representing the Registrable Securities securities, to be sold, sold under the registration statement and cause enable such Registrable Securities securities to be issued in such denominations or amounts, as the case may be, and registered in such names in accordance as the managing underwriter or underwriters, if any, or such sellers may request;
(q) cooperate with the underwriting agreement prior to any sale each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to the underwriters or, if not an underwritten offering, in accordance be made with the written instructions National Association of Securities Dealers, Inc. (the "NASD");
(r) use all reasonable efforts to take all other steps necessary to effect the registration of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securitiescontemplated hereby; and
(ns) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its all reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX Packaging Dynamics are then listed; and
(q) Provide a transfer agent and registrar for all . Packaging Dynamics may require each holder of Registrable Securities registered to furnish to Packaging Dynamics such information regarding the distribution of such securities as Packaging Dynamics may from time to time reasonably request in writing. Each holder of Registrable Securities agrees that, upon receipt of any notice from Packaging Dynamics of the happening of any event of the kind described in Section 6(f) hereof, such holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant hereto and a CUSIP number for all to the registration statement covering such Registrable SecuritiesSecurities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(f) hereof and, if so directed by Packaging Dynamics, such holder shall deliver to Packaging Dynamics (at Packaging Dynamics' expense) all copies, other than permanent file copies then in each case not later than such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Packaging Dynamics shall give any such notice, Packaging Dynamics shall extend the period during which such registration statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 6(b)) by the number of days of the period from and including the date of the giving of such registrationnotice pursuant to Section 6(f) hereof to and including the date when the holder of Registrable Securities shall have received the copies of the supplemented or amended prospectus contemplated by and meeting the requirements of Section 6(f).
Appears in 3 contracts
Sources: Registration Rights Agreement (DCBS Investors LLC), Registration Rights Agreement (Packaging Dynamics Corp), Registration Rights Agreement (Packaging Dynamics Corp)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof, and pursuant thereto PRGX will Company shall as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty practicable the requisite registration statement to effect such registration (60and shall include all financial statements required by the Commission to be filed therewith) days from receipt of the request, and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingeffective; provided, however, that PRGX shall have no obligation to include securities in a before filing such registration statement pursuant (including all exhibits) or any amendment or supplement thereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall as promptly as practicable furnish such documents to Article II the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities and their respective counsel, which documents will be subject to the review and comments of the Purchasers, each underwriter and their respective counsel; and provided, further, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement is withdrawn for any reason; andrelating thereto;
(b) Notify each Holder notify the Purchasers of the effectiveness of each Commission's requests for amending or supplementing the registration statement filed hereunder and the prospectus, and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during for such period as shall be required for the disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by the sellers thereof set forth in distribution thereof; provided, that except with respect to any such registration statementstatement filed pursuant to Rule 415 under the Securities Act, and such period need not exceed 365 days;
(c) furnish, without charge, to the Purchasers and each seller underwriter such number of Registrable Securities, in accordance with Section 9.1 hereof, conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereofexhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents documents, as the Purchasers and such seller underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(d) Use use its reasonable best efforts (i) to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within States of the United States of America where an exemption is not available and as the sellers Purchasers or any managing underwriter shall reasonably request, (ii) to keep such registration or qualification in effect for so long as the such registration statement is remains in effect effect, and do (iii) to take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers the Purchasers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by the Purchasers, except that the Company shall not for any such sellers (provided that PRGX will not purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (d) be obligated to be so qualified or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use use its reasonable best efforts to obtain cause all Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions federal or authorizations from such state governmental agencies or authorities as may be necessary in the opinion of counsel to enable the sellers of such Registrable Securities Company and counsel to the Purchasers to consummate the disposition of such Registrable Securities; and;
(f) Notify furnish to the Purchasers and each seller underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's or any other entity's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the legal opinion, such other legal matters;
(g) promptly notify the Purchasers and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities promptly for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 misleading, in the light of the circumstances then existingunder which they were made, and subject to Article I(c) hereofin the case of this clause (v), at the request of the Purchasers promptly prepare and file as soon as practicable with furnish to the SECPurchasers and each managing underwriter, but if any, participating in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities the offering of the filing ofRegistrable Securities, a reasonable number of copies of a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made made; and in (vi) at any time when the case representations and warranties of the Company contemplated by Section 2.4(a) or (b) hereof cease to be true and correct;
(h) otherwise comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an amendment to earnings statement covering the period of at least twelve months beginning with the first full calendar month after the effective date of such registration statement, use reasonable best efforts which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to cause it the Purchasers a copy of any amendment or supplement to become effective as soon as possible; andsuch registration statement or prospectus;
(gi) Promptly notify provide and cause to be maintained a transfer agent and registrar (which, in each Holder selling case, may be the Company) for all Registrable Securities covered by such registration statement from and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(i) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be listed on the NASDAQ "national market system" or the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use its reasonable best efforts to (x) cause all such Registrable Securities to be listed on a national securities exchange or (y) failing that, secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(l) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement; and
(n) in connection with any underwritten public offering, make available its senior executive officers, directors and chairman and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's business) in their marketing of Registrable Securities. The Company may require the Purchasers to furnish the Company such information regarding the Purchasers and the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing. The Purchasers agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii) or (v) of this Section 2.3, the Purchasers will, to the extent appropriate, discontinue their disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until, in the case of paragraph (g)(v) of this Section 2.3, their receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in their possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. If the disposition by the Purchasers of their securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period of effectiveness of the registration statement by the number of days during the period from and including the date of the giving of notice to and including the date when the Purchasers shall have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3; and, if the Company shall not so extend such period, the Purchasers' request pursuant to which such registration statement was filed shall not be counted for purposes of the requests for registration to which the Purchasers are entitled pursuant to Section 2.1 hereof.
Appears in 3 contracts
Sources: Registration Rights Agreement (Xo Communications Inc), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Registration Procedures. Whenever In the Holders case of Registrable Securities have requested that any Registrable Securities be registered each registration effected by the Company pursuant to this Agreement, PRGX the Company will use its reasonable best efforts keep the Purchaser advised in writing as to effect the initiation of each registration and as to the sale of such Registrable Securities in accordance with completion thereof. At its expense the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicableCompany will:
(a) Prepare keep such registration pursuant to Sections 10.2 and file with 10.3 continuously effective for a period of 120 days, or, in each case, such reasonable period necessary to permit the Securities and Exchange Commission ("SEC") a Purchaser to complete the distribution described in the registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such formrelating thereto, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andwhichever first occurs;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and promptly prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect Act, and to the disposition of all securities covered by keep such registration statement during such effective for that period of time specified in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and10.5(a);
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, furnish such number of copies prospectuses and other documents incident thereto as the Purchaser from time to time may reasonably request;
(d) use reasonable best efforts to obtain the withdrawal of such any order suspending the effectiveness of a registration statement (including all exhibits)statement, each amendment and supplement thereto, or the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements lifting of any suspension of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition qualification of any of the Registrable Securities owned by such seller; andfor sale in any jurisdiction, at the earliest possible moment;
(de) Use its best efforts to register or qualify such Registrable Securities for offer and sale under such other the securities or blue sky Blue Sky laws of such jurisdictions within the United States as the sellers Purchaser or underwriter reasonably requires (except that the Company shall not be required to go register or qualify in any managing underwriter shall requestjurisdiction in which it would be required to execute a general consent to service of process), to and keep such registration or qualification effective during the period set forth in effect for so long Section 10.5(a);
(f) cause all Registrable Securities covered by such registrations to be listed on each securities exchange, including NASDAQ, on which similar securities issued by the Company are then listed;
(g) cause its accountants to issue to the underwriter, if any, comfort letters and updates thereof, in customary form and covering matters of the type customarily covered in such letters with respect to underwritten offerings;
(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the registration statement is Purchaser reasonably requests in effect and do any and all other acts and things which may be reasonably necessary order to expedite or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate facilitate the disposition of such Registrable Securities; and;
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by Purchaser, any seller of such Registrable Securities covered by underwriter participating in any disposition pursuant to such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and;
(j) Furnish to each Holder participating in if the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnishis underwritten, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: Purchaser furnish (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX the Company for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anystating that such registration statement has become effective under the Securities Act and that (A) to the best 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, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringretained by the Company, addressed to the underwritersunderwriters and to such seller, if anystating 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 financial matters (including information as to the Holders requesting period ending no more than five business days prior to the date of such letter) with respect to such registration of Registrable Securities;as such underwriters reasonably may request; and
(lk) Use its best efforts to cooperate with notify the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities Purchaser at any time a prospectus covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, including without limitation as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the case of an underwritten offering, causing key executives light of the circumstances then existing. Notwithstanding any other provision of this Section 10, (i) the Company shall not be required to file a registration statement during any period that such filing is not permitted and its subsidiaries to participate under (ii) the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to Purchaser shall suspend any sale of Registrable Securities to at the underwriters or, if not an underwritten offering, in accordance with the written instructions request of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of Company for a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case period not later than the effective date of such registrationexceeding 90 days.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Agilent Technologies Inc), Common Stock Purchase Agreement (Diametrics Medical Inc), Common Stock Purchase Agreement (Hewlett Packard Co)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts Company is required by the provisions hereof to effect the registration and the sale of such any shares of Registrable Securities in accordance with under the intended method of disposition thereofAct, and pursuant thereto PRGX will the Company will, as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, securities and use its reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as soon as practicable after filing; herein provided), however, that PRGX shall have no obligation and promptly provide to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andthe holders of Registrable Securities ("Sellers") copies of all filings and Commission letters of comment;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold the latest of: (but not before i) six months after the expiration latest exercise period of the applicable prospectus delivery periodWarrants; (ii) twelve months after the Maturity Date of the Note or such shorter period as PRGX may notify Put Note; or (iii) two years after the Holders in the case of a Registration under Article IIClosing Date, or Put Closing Date and comply with the provisions of the Securities Act with respect to the disposition of all securities of the Registrable Securities covered by such registration statement during such period in accordance with the Seller's intended methods method of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to statement for such registration; andperiod;
(c) Furnishfurnish to the Seller, without charge, and to each seller of Registrable Securities and each underwriter, underwriter if any, in accordance with Section 9.1 hereof, such number of copies of such the registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement therein (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller persons reasonably may reasonably request in order to facilitate the public sale or their disposition of the Registrable Securities owned securities covered by such seller; andregistration statement;
(d) Use use its best efforts to register or qualify such the Seller's Registrable Securities covered by such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions within the United States as the sellers or any Seller and in the case of an underwritten public offering, the managing underwriter shall reasonably request, to keep provided, however, that the Company shall not for any such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not purpose be required to qualify generally to do transact business as a foreign corporation in any jurisdiction where it is not so qualified or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable list the sellers of such Registrable Securities to consummate covered by such registration statement with any securities exchange on which the disposition Common Stock of such Registrable Securities; andthe Company is then listed;
(f) Notify immediately notify the Seller and each seller of underwriter under such Registrable Securities promptly registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and;
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by the Seller, any seller of such Registrable Securities covered by underwriter participating in any distribution pursuant to such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller the Seller or any such underwriter, all pertinent publicly available, non-confidential financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such the seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 3 contracts
Sources: Subscription Agreement (Tirex Corp), Subscription Agreement (Ivg Corp), Subscription Agreement (Vianet Technologies Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have requested Stockholders request that any Registrable Securities be registered pursuant to this Agreement, PRGX the Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, thereof and pursuant thereto PRGX the Company will as expeditiously as reasonably practicable:
(a) Prepare prepare and (within, in the case of a Long-Form Registration, forty-five (45) days, or, in the case of a Short-Form Registration, thirty (30) days, in each case, after the end of the period within which requests for inclusion in such registration may be given to the Company, if relevant) file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, (provided that PRGX shall have no obligation to include securities in before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, the Company will furnish to Article II if that registration statement is withdrawn the counsel selected by the Sponsor for any reason; andregistration in which the Sponsor participates (or counsel selected by the Stockholders holding a majority of the Registrable Securities for which registration is sought, for any registration in which the Sponsor does not participate and in which the other Stockholders do participate), copies of all such documents proposed to be filed, which documents will be subject to review by such counsel);
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective (A) for at least ninety (90) days (subject to extension pursuant to Section 3.3(b)) or until that date when all Registrable Securities covered by each Stockholder participating in such registration has completed the distribution described in the registration statement relating to such distribution, whichever occurs first or, if such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or relates to an underwritten offering, such shorter longer period as PRGX may notify in the Holders opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (B) in the case of a Shelf Registration, until the earlier of (1) the date on which all Registrable Securities have been sold under the Shelf Registration under Article IIor otherwise no longer qualify as Registrable Securities and (2) the latest date allowed by applicable law, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(c) Furnish, without charge, furnish to each seller of Registrable Securities and each underwriter, if any, Stockholder participating in accordance with Section 9.1 hereof, such registration such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andStockholder;
(d) Use use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep Stockholder participating in such registration or qualification in effect for so long as the registration statement is in effect reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers Stockholder (provided that PRGX the Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubsection, (ii) subject itself to taxation in respect of doing business in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); and;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from promptly notify each Stockholder participating in such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly registration at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, upon discovery that, or upon the discovery of the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 existingunder which they were made, and subject to Article I(c) hereofand, at the request of any Stockholder participating in such registration, the Company will prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such Stockholder a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not 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 not misleading in the light of the circumstances under which they were made and in made;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andCompany are then listed;
(g) Promptly notify each Holder selling provide a transfer agent and registrar for all such Registrable Securities covered by not later than the effective date of such registration statement;
(h) if at any time when the Company is required to re-evaluate its WKSI status for purposes of an automatic shelf registration statement and each managing underwriter, if any: used to effect a request for registration in accordance with Section 1.4 (i) when the registration statementCompany determines that it is not a WKSI, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to (ii) the registration statement has been filed andis required to be kept effective in accordance with this Agreement, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) the registration rights of the receipt by PRGX Stockholders hereunder have not terminated, promptly amend the registration statement onto a form the Company is then eligible to use or file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement;
(i) if (i) a Shelf Registration is required to be kept effective in accordance with this Agreement after the third anniversary of any notification the initial effective date of the Shelf Registration, (ii) the registration rights of the Stockholders hereunder have not terminated and (iii) the Company is eligible at such time to file a Shelf Registration, file a new registration statement with respect to any unsold Registrable Securities subject to the suspension original request for registration prior to the end of the qualification three year period after the initial effective date of any the Shelf Registration, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement;
(j) enter into such customary agreements (including underwriting agreements in customary form) and perform the Company’s obligations thereunder and take all such other actions as the Stockholders participating in such registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities for sale under the securities (which might include effecting a stock split or blue sky laws a combination of any jurisdiction or the initiation of any proceeding for such purpose; andshares);
(hk) Upon receipt of such subject to reasonable confidentiality agreements as PRGX may reasonably requestundertakings, make reasonably available for inspection by each Stockholder participating in such registration, any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller Stockholders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerStockholder, underwriter, attorney, accountant or agent in connection with such registration statement statement, and to cooperate and participate as reasonably requested by any such seller in road show presentations, in the preparation of the registration statement, each amendment and supplement thereto, the prospectus included therein, and other activities as such Stockholder may reasonably request in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in facilitate the disposition of the Registrable Securities covered owned by such Stockholder;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than fifteen (15) months after the effective date of the registration statement, including without limitation in an earnings statement covering the case period of an underwritten offering, causing key executives at least twelve (12) months beginning with the first day of the Company and its subsidiaries to participate under Company’s first full calendar quarter after the direction effective date of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringRule 158 thereunder;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock securities included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, the Company will use its reasonable best efforts promptly to promptly obtain the withdrawal of such order; and;
(on) If the offering is to be underwrittenobtain one or more comfort letters, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, also dated the date of the closing under the underwriting agreement) addressed to the Persons participating in such offering, signed by the Company’s independent public accountants in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the Stockholders participating in such registration may reasonably request;
(o) provide one or more legal opinions of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature (in a form reasonably acceptable to the Stockholders participating in such registration);
(p) cooperate with the Stockholders participating in such registration and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or the Sponsor may request;
(q) notify counsel for the Stockholders participating in such registration and the managing underwriter(s), immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(r) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus;
(s) if requested by the managing underwriter(s) or any Stockholder participating in such registration, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) or such Stockholder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Stockholder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; and
(t) cooperate with each Stockholder participating in such registration and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. The Company may require each Stockholder participating in such registration to furnish the Company such information relating to the sale or registration of such securities regarding such Stockholder and the distribution of such securities as the Company hereunder may from time to time reasonably request in writing.
Appears in 3 contracts
Sources: Registration Rights Agreement (Frontier Group Holdings, Inc.), Registration Rights Agreement (Frontier Group Holdings, Inc.), Registration Rights Agreement (Frontier Group Holdings, Inc.)
Registration Procedures. Whenever In the Holders case of Registrable Securities have requested that any Registrable Securities be registered each registration effected by the Company pursuant to this Agreement, PRGX will use its reasonable best efforts the Company shall keep each Participating Holder advised in writing as to effect the initiation of each registration and as to the sale of completion thereof. In connection with any such Registrable Securities registration (in accordance with each case, to the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:extent applicable):
(a) Prepare The Company shall provide the Participating Holders and their counsel with a reasonable opportunity to review, and comment on, the Registration Statement with respect to Registrable Securities prior to the filing thereof with the Commission, and the Company shall consider and respond to all such comments in good faith. The Company shall prepare and file with the Securities and Exchange Commission ("SEC") a registration statement Registration Statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its commercially reasonable best efforts to cause such registration statement Registration Statement to become effective as soon as practicable after filing; providedeffective, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and or prepare and file with the SEC Commission a prospectus or a prospectus supplement, as applicable, with respect to such Registrable Securities pursuant to an effective Registration Statement and, upon the request of the holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective or such prospectus or prospectus supplement current, until the earlier of (i) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration and (ii) the expiration of ninety (90) days after the later of (A) such registration statement becomes effective or (B) in the case of a registration pursuant to a registration statement dated prior to the Request Notice, the provision of a final preliminary prospectus or final preliminary prospectus supplement to the Underwriters for distribution to potential investors. The Participating Holders may request, and subject to the Company’s approval, which shall not be unreasonably withheld or delayed, the Company will include, a plan of distribution section in such registration statement, prospectus or prospectus supplement provided by the Participating Holders and the Underwriters of such offering.
(b) The Company will prepare and file with the Commission such amendments and supplements to such registration statement and the Registration Statement, prospectus, prospectus supplement or any issuer free writing prospectus used in connection therewith with such Registration Statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities Registrable Securities covered by such registration statement during such thereby for the period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and2.06(a).
(c) FurnishPrior to filing a Registration Statement, without chargea prospectus or any issuer free writing prospectus or any amendment or supplement to such Registration Statement, prospectus or issuer free writing prospectus, the Company will make available to (i) each seller Participating Holder, (ii) Holders’ Counsel and (iii) each Underwriter of the Registrable Securities covered by such Registration Statement, copies of such Registration Statement, prospectus or issuer free writing prospectus and each underwriteramendment or supplement as proposed to be filed, together with any exhibits thereto, and thereafter, furnish to such Participating Holders, Holders’ Counsel and Underwriters, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)Registration Statement, prospectus or issuer free writing prospectus and each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents or information as such seller Participating Holder, Holders’ Counsel or Underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andin accordance with the plan of distribution set forth in the prospectus included in the Registration Statement.
(d) Use its best The Company will promptly notify each Participating Holder of any stop order issued or threatened by the Commission and use commercially reasonable efforts, at the Participating Holders’ expense, to prevent the issuance of such stop order or, if issued, to remove it as soon as reasonably possible.
(e) On or prior to the date on which the Registration Statement is declared effective, the Company shall use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect Participating Holder reasonably requests and do any and all other lawful acts and things which may be reasonably necessary or advisable to enable such sellers the Participating Holders to consummate the disposition in such jurisdictions of such Registrable Securities, and use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective while the Registrable Securities owned by such sellers (provided Registration Statement is effective; provided, that PRGX the Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
paragraph (e), (ii) Use its best efforts subject itself to obtain all other approvals, covenants, exemptions taxation in any such jurisdiction or authorizations from (iii) consent to general service of process in any such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andjurisdiction.
(f) Notify The Company will notify each seller Participating Holder, Holders’ Counsel and the Underwriter promptly and confirm such notice in writing, (i) when any prospectus, prospectus supplement, post-effective amendment or issuer free writing prospectus has been filed and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of such any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement, prospectus or issuer free writing prospectus for additional information to be included in any Registration Statement, prospectus or issuer free writing prospectus, (iii) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities promptly at under state securities or blue sky laws or the initiation of any time when a prospectus relating thereto is required to be delivered under the Securities Act proceedings for that purpose, and (iv) of the happening of any event as that makes any statement made in a result Registration Statement or any related prospectus or issuer free writing prospectus or any document incorporated or deemed to be incorporated by reference therein untrue or that requires the making of which the prospectus included any changes in such registration statement contains 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 existingRegistration Statement, and subject to Article I(c) hereofprospectus, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such issuer free writing prospectus or an amendment to the registration statement documents so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that they will not contain an any 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 the Registration Statement, prospectus or issuer free writing prospectus not misleading in light of the circumstances in which they were made; and, as promptly as practicable thereafter, prepare and file with the Commission a supplement or amendment to such Registration Statement, prospectus or issuer free writing prospectus so that such Registration Statement, prospectus or issuer free writing prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made and in made, not misleading. Each Participating Holder hereby agrees to keep any disclosures under subsection (iv) above confidential until such time as a supplement or amendment is filed or the case Company has otherwise publicly disclosed such information. Subject to Section 2.06, the Company hereby agrees to promptly file such supplement or amendment or otherwise publicly disclose such information upon written request of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andany Participating Holder.
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: The Company shall have appropriate officers of the Company (i) when prepare and make presentations at any “road shows” and before analysts and rating agencies, as the registration statementcase may be, any pre-effective amendmentnot to exceed five (5) Business Days in duration (to be scheduled in a collaborative manner so as not to unreasonably interfere with the conduct of the business of the Company), the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of take other actions to obtain ratings for any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andSecurities.
(h) Upon receipt The Company will furnish customary closing certificates and other deliverables to the Underwriter(s) and the Participating Holders and enter into customary agreements satisfactory to the Company (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such confidentiality agreements as PRGX may reasonably request, Registrable Securities.
(i) The Company will make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, Underwriter participating in any disposition to be effected pursuant to such registration statement Registration Statement, and by any attorney, accountant or other agent retained by any such seller Participating Holder or any such underwriterUnderwriter (in each case after reasonable prior notice and at reasonable times during normal business hours and without unnecessary interruption of the Company’s business or operations), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerParticipating Holder, underwriterUnderwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; andRegistration Statement.
(j) Furnish The Company shall use commercially reasonable efforts to cause, at the Participating Holders’ expense, all such Registrable Securities registered pursuant hereunder to be listed on each national securities exchange on which similar securities of the same class issued by the Company are then listed.
(k) The Company shall use commercially reasonable efforts to ensure the obtaining of all necessary approvals from FINRA.
(l) The Company shall furnish to each Participating Holder participating in the offering and the managing underwriter, without charge, at least one signed a copy of all documents filed with and all material correspondence from or to the registration statement and Commission in connection with any post-effective amendments thereto such offering of Registrable Securities.
(m) The Company shall use its commercially reasonable efforts to furnish to the lead Underwriter, addressed to the Underwriters, (1) an opinion of counsel for the Company (which may be a photocopy or conformed copy of such signed documentthe Company’s General Counsel), excluding all documents incorporated therein by reference dated the effective date of the Registration Statement and all exhibits; and
(k) Use its best efforts to furnish, at the request closing of the sale of any Holder requesting registration of Registrable Securities pursuant securities thereunder, as well as a consent to this Agreementbe named in the Registration Statement or any prospectus thereto, and (2) comfort letters as well as an audit opinion and consent to be named in the Registration Statement or any prospectus relating thereto signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the Registration Statement covering substantially the same matters with respect to the Registration Statement (and the prospectus or any issuer free writing prospectus included therein) and (in the case of the accountants’ comfort letters) with respect to events subsequent to the date that such Registrable Securities of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ comfort letters delivered to the underwriters for sale in connection with a registration pursuant underwritten public offerings of securities, to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date extent that the registration statement with respect Company is required to deliver or cause the delivery of such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel comfort letters to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant offering of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationsecurities.
Appears in 3 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (J C Penney Co Inc), Registration Rights Agreement (Pershing Square Capital Management, L.P.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered (a) In connection with each registration statement prepared pursuant to this Agreement, PRGX will use its reasonable best efforts Article V pursuant to effect the registration and the sale of such which Registrable Securities will be offered and sold, and in accordance with the intended method or methods of disposition thereofdistribution of the Registrable Securities as described in such registration statement, and pursuant thereto PRGX will as expeditiously as practicablethe Company shall:
(ai) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to to, as promptly as reasonably practicable, prepare and file with the SEC a registration statement on an appropriate registration form of the SEC and cause such registration statement to become effective under the Securities Act as soon promptly as reasonably practicable after filingthe filing thereof, which registration statement shall comply as to form in all materials respects with the requirements of the applicable form and include all financial statements required by such form to be filed therewith; provided, however, provided that PRGX shall have no obligation to include securities in before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, the Company shall furnish to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder one counsel selected by the Stockholder draft copies of the effectiveness of each registration statement all such documents proposed to be filed hereunder and prepare and file with the SEC such amendments and supplements at least five Business Days prior to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold filing (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition other than documents filed by the sellers thereof set forth Company to satisfy its reporting obligations under the Exchange Act that are incorporated by reference in such registration statement), which documents will be subject to the reasonable review and furnish, without charge, to each seller comment of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX the Stockholder and its agents and Representatives and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriterunderwriters, if any, and the Company shall not file any amendment or supplement to a Takedown Prospectus Supplement or Demand Registration Statement to which the Stockholder or the underwriters, if any, shall reasonably object;
(ii) use its reasonable best efforts to, as promptly as reasonably practicable, furnish without charge to the Stockholder, and the underwriters, if any, at least one conformed copy of the registration statement and each post-effective amendment or supplement thereto (including all schedules and exhibits but excluding all documents incorporated or deemed incorporated therein by reference, unless requested in accordance with Section 9.1 hereofwriting by the Stockholder or an underwriter, except to the extent such exhibits and schedules are currently available via the SEC’s Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”)) and such number of copies of such the registration statement (including all exhibits), and each amendment or supplement thereto (excluding exhibits and supplement theretoschedules) and the summary, the prospectus preliminary, final, amended or supplemented prospectuses included in such registration statement (including each preliminary prospectus) in conformity with as the requirements of the Securities Act and Stockholder or such other documents as such seller underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned being sold by the Stockholder or its Subsidiary (the Company hereby consents to the use in accordance with the U.S. securities laws of such registration statement (or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by the Stockholder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such seller; andregistration statement or prospectus);
(diii) Use use its reasonable best efforts to keep such registration statement effective until (A) with respect to a registration statement filed pursuant to Section 5.1 hereof, such time as all of such Registrable Securities subject thereto shall have been disposed of in accordance with such registration statement and (B) with respect to any other registration statement, the date that is 45 days after the date such registration statement is initially declared effective (or such shorter period as shall terminate when all of the securities covered by the registration statement have been disposed or withdrawn, or if such registration statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the underwriters for such offering, a prospectus is required under the Securities Act to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (but not in excess of 90 days) (the “Effective Period”), prepare and file with the SEC such amendments, post-effective amendments and supplements to the registration statement and the prospectus as may be necessary to maintain the effectiveness of the registration for the Effective Period) and cause the prospectus (and any amendments or supplements thereto) to be filed with the SEC;
(iv) use its reasonable best efforts to, as promptly as reasonably practicable, register or qualify such the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions within in the United States as the sellers or any managing underwriter shall requestare reasonably necessary, to keep such registration registrations or qualification qualifications in effect for so long as the registration statement is remains in effect effect, and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers the Stockholder, its Subsidiary or any underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers (provided jurisdictions; provided, however, that PRGX will not in no event shall the Company be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where it would not, but for the requirements of this subparagraph (iv), be required to be so qualified, (B) execute or file any general consent to service of process under the laws of any jurisdiction, (C) take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the securities covered by the registration statement, or (D) subject itself to taxation in any jurisdiction where it would not otherwise be required obligated to qualify or file do so, but for the requirements of this subparagraphsubparagraph (iv); and;
(ev) Use use its reasonable best efforts to, as promptly as reasonably practicable, cause all Registrable Securities covered by such registration statement, if any, to be listed (after notice of issuance) on the NYSE or on the principal securities exchange or interdealer quotation system on which the Common Stock is then listed or quoted;
(vi) use its reasonable best efforts to obtain all other approvalspromptly notify the Stockholder and the managing underwriter or underwriters, covenantsif any, exemptions after becoming aware thereof, (A) when the registration statement or authorizations from such governmental agencies any related prospectus or authorities as may be necessary any amendment or supplement thereto has been filed, and, with respect to enable the sellers registration statement or any post-effective amendment, when the same has become effective, (B) of such any request by the SEC or any U.S. state securities authority for amendments or supplements to the registration statement or the related prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities to consummate for sale in any jurisdiction or the disposition initiation of any proceeding for such Registrable Securities; and
purpose, or (fE) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under within the Securities Act Effective Period of the happening of any event or the existence of any fact as a result of which the registration statement or any post-effective amendment thereto, prospectus included or any amendment or supplement thereto, or any document (including the documents incorporated by reference therein) contain any 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 circumstances under which they were made, not misleading;
(vii) during the Effective Period, use its reasonable best efforts to obtain, as promptly as reasonably practicable, the withdrawal of any order enjoining or suspending the use or effectiveness of the registration statement or any post-effective amendment thereto or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;
(viii) use its reasonable best efforts to deliver promptly to the Stockholder and the managing underwriters, if any, copies of all correspondence between the SEC and the Company, its counsel or its auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement (except to the extent such correspondence is currently available via ▇▇▇▇▇) and permit the Stockholder to do such investigation with respect to information contained in or omitted from the registration statement as it deems reasonably necessary for the purpose of conducting due diligence with respect to the Company;
(ix) use its reasonable best efforts to, as promptly as reasonably practicable, provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(x) use its reasonable best efforts to cooperate with the Stockholder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold under the registration statement in a form eligible for deposit with the Depository Trust Corporation not bearing any restrictive legends (other than as required by the Depository Trust Corporation) and not subject to any stop transfer order with any transfer agent, and cause such Registrable Securities to be issued in such denominations and registered in such names as the managing underwriters, if any, may request in writing or, if not an Underwritten Offering, in accordance with the instructions of the Stockholder, in each case at least two Business Days prior to any sale of Registrable Securities;
(xi) in the case of an Underwritten Offering, use its reasonable best efforts to, as promptly as reasonably practicable, enter into an underwriting agreement customary in form and substance (taking into account the Company’s prior underwriting agreements) for firm commitment underwritten secondary offerings of the nature contemplated by the applicable registration statement, and which underwriting agreement shall include a customary lock-up provision with respect to the Company;
(xii) use its reasonable best efforts to, as promptly as reasonably practicable, obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants (and, if necessary, any other independent certified public accountants addressed to the underwriters in such Underwritten Offering of any Subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data is, or is required to be, included in the registration statement) in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters in connection with an offering of the nature contemplated by the applicable registration statement;
(xiii) use its reasonable best efforts to, as promptly as reasonably practicable, provide to counsel to the Stockholder and to the managing underwriters, if any, and no later than the time of filing of any document which is to be incorporated by reference into the registration statement or prospectus (after the initial filing of such registration statement), copies of any such document;
(xiv) use its reasonable best efforts to cause its officers to provide reasonable assistance with the marketing of the Registrable Securities covered by the registration statement, including, at the recommendation or request of the underwriters, making themselves available to participate in a reasonable and customary number of “road-show,” “one-on-one,” and other customary marketing activities in such domestic locations as reasonably recommended by the underwriter(s);
(xv) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and any applicable national securities exchange; and
(xvi) comply with the requirements of Rule 144(c)(1) with respect to public information about the Company.
(b) In the event that the Company would be required, pursuant to Section 5.7(a)(vi)(E), to notify the Stockholder or the managing underwriter or underwriters, if any, of the happening of any event specified therein, the Company shall, subject to Section 5.3(b), as promptly as practicable, prepare and furnish to the Stockholder and to each such underwriter a reasonable number of copies of a supplement or amendment to the applicable registration statement, prospectus or prospectus supplement so that, as thereafter delivered to purchasers of Registrable Securities that have been registered pursuant to this Agreement, such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Stockholder agrees that, upon receipt of any notice from the Company pursuant to Section 5.7(a)(vi)(E), it shall, and shall use its reasonable best efforts to, cause any sales or placement agent or agents for the Registrable Securities and the underwriters, if any, to forthwith discontinue disposition of the Registrable Securities until such Person shall have received copies of such amended or supplemented prospectus and, if so directed by the Company, to destroy all copies, other than permanent file copies, then in its possession of the prospectus (prior to such amendment or supplement) covering such Registrable Securities as soon as practicable after the Stockholder’s receipt of such notice.
(c) If requested by the managing underwriter for an Underwritten Offering (primary or secondary) of any equity securities of the Company, the Stockholder agrees not to effect any Transfer of any Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act, and not to effect any Transfer of any other equity security of the Company (in each case, other than as part of such underwritten public offering) during the ten days prior to, and during the 90-day period (or such longer period as the Stockholder agrees with the underwriter of such offering) beginning on, the consummation of any underwritten public offering covered by a registration statement referred to in Section 5.4.
(d) The Stockholder shall furnish to the Company in writing such information regarding the Stockholder and its Subsidiaries and their intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request in order for the Company to comply with its obligations under all applicable securities and other laws and to ensure that the prospectus relating to such Registrable Securities conforms to the applicable requirements of the Securities Act and the rules and regulations thereunder, and such other information reasonably requested by the Company in connection with the performance of its obligations hereunder. The Stockholder shall promptly notify the Company of any inaccuracy or change in information previously furnished by the Stockholder or its Subsidiary to the Company or of the occurrence of any event, in either case as a result of which any prospectus relating to the Registrable Securities contains or would contain 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 therein, in light of the circumstances then existingunder which they were made, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such eventnot misleading, and promptly notify each Holder of Registrable Securities of furnish to the filing of, a supplement Company any additional information required to correct and update any previously furnished information or required so that such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made and made, not misleading.
(e) In the case of any Underwritten Offering pursuant to a Takedown Prospectus Supplement or a Demand Registration Statement, or in the case of a registration under Section 5.4 if the Company has entered into an amendment to the registration statementunderwriting agreement in connection therewith, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) all shares of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition Common Stock to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdictionoffering or registration, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain as the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.may
Appears in 3 contracts
Sources: Stockholder's Agreement (Horton D R Inc /De/), Stockholder Agreement (Horton D R Inc /De/), Stockholder's Agreement (Forestar Group Inc.)
Registration Procedures. Whenever If and whenever the Holders Company is ----------------------- required by the provisions of Registrable Securities have requested that this Agreement to use all commercially reasonable efforts to effect or cause the registration of any Registrable Securities be registered pursuant to under the Securities Act as provided in this Agreement, PRGX will use its reasonable best efforts to effect the Company shall, as expeditiously as possible:
(a) prepare and file with the SEC a registration and statement on an appropriate registration form of the sale SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form (i) shall be selected by the Company and pursuant thereto PRGX will (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Stockholders thereof and such registration statement shall comply as expeditiously as practicable:
(a) Prepare and file to form in all material respects with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt requirements of the requestapplicable form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its all commercially reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingand remain effective; provided, however, that PRGX shall have no obligation to include securities in before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, or comparable statements under securities or "blue sky" laws of any jurisdiction, the Company will furnish, if requested, to Article II one counsel for the Stockholders participating in the planned offering (selected by the Major Stockholder) and the underwriters, if that any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement is withdrawn for or amendment thereto or any reason; andprospectus or supplement thereto to which the Stockholders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall reasonably object in writing;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by for such registration statement have been sold period (but which shall not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders be required to exceed 150 days in the case of a Registration under Article II, registration pursuant to Section 2.1 or 120 days in the case of a registration pursuant to Section 2.2) as any seller of Registrable Securities pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and ;
(c) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement statement, each amendment and supplement thereto (in each case including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andseller (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(d) Use its best use all commercially reasonable efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities or "blue sky sky" laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers (provided jurisdictions, except that PRGX will not in no event shall the Company be required to qualify generally to do business or file any general consent to service of process as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (d), be required to qualify be so qualified, to subject itself to taxation in any such jurisdiction or file but for this subparagraph); andto consent to general service of process in any such jurisdiction;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder Stockholder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: , (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or "blue sky sky" laws of any jurisdiction or the initiation of any proceeding for such purpose; and(v) of the existence of any fact of which the Company becomes aware which results in the registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects, and if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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 in the light of the circumstances under which they were made not misleading;
(f) comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering the period of at least twelve consecutive months beginning with the first day of the Company's first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(h) Upon provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(i) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Stockholders of a majority of the Registrable Securities or the Major Stockholder participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, provided that the underwriting agreement, if any, shall be reasonably satisfactory in form and substance to the Company. The Stockholders of the Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Stockholders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters and which are of the type customarily provided to institutional investors in secondary offerings; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Stockholder for inclusion in the registration documents;
(j) use all commercially reasonable efforts to obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, any Initiating Stockholder in the case of a Demand Registration, or to the Major Stockholder participating in any other offering, and furnish to each Stockholder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Stockholder or underwriter;
(k) deliver promptly to counsel for the selling Stockholders participating in the offering and each underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, other than those portions of any such correspondence or memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as PRGX the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of 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 in order to permit them to exercise their due diligence responsibility; andstatement;
(il) Promptly use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;
(o) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders Stockholders of Registrable Securities and to each managing underwriter, if any, and make the Company's representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Holders Stockholders prior to the filing thereof as counsel for such selling Holders Stockholders or underwriters may reasonably request; and;
(jp) Furnish furnish to each Holder counsel for the selling Stockholders participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document)thereto, excluding including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and
exhibits (k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given including those incorporated by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesreference);
(lq) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders Stockholders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders Stockholders of Registrable Securities at least three business days prior to any sale of Registrable SecuritiesSecurities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof; and
(nr) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require as a condition precedent to the Company's obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request, provided that such information shall be used only in connection with such registration. Each Stockholder of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.4, such Stockholder will discontinue such Stockholder's disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Stockholder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable period mentioned in paragraph (b) of this Section 2.4 shall be extended by the number of days during such period from and including the date of the issuance giving of such notice to and including the date when each seller of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in Registrable Securities covered by such registration statement for sale shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4. If any such registration statement or comparable statement under "blue sky" laws refers to any Stockholder by name or otherwise as the Stockholder of any securities of the Company, then such Stockholder shall have the right to require (i) the insertion therein of language, in any jurisdictionform and substance satisfactory to such Stockholder and the Company, PRGX will promptly notify each seller to the effect that the holding by such Stockholder of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering securities is not to be underwrittenconstrued as a recommendation by such Stockholder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Stockholder will assist in meeting any future financial requirements of the Company, enter into or (ii) in the event that such reference to such Stockholder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any necessary agreements similar federal statute or any state "blue sky" or securities law then in connection therewith (including an underwriting agreement containing customary representationsforce, warranties and agreements); and
(p) Cause all the deletion of the reference to such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationStockholder.
Appears in 3 contracts
Sources: Registration Rights Agreement (MCG Capital Corp), Registration Rights Agreement (MCG Capital Corp), Registration Rights Agreement (MCG Capital Corp)
Registration Procedures. Whenever In the Holders case of Registrable Securities have requested that any Registrable Securities be registered each registration, qualification or compliance effected by the Company pursuant to this AgreementSection 2, PRGX Company will use keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. Subject to Section 2.2.3, at its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicableexpense Company will:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, securities and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable within 90 days of filing, and to remain effective from such effective date until the earlier to occur of (i) one year after filing; providedthe effective date of such registration statement, however, that PRGX shall have no obligation to include securities in a registration statement (ii) the date on which all Registrable Securities may be sold by non-affiliates of Company pursuant to Article II if that paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, and (iii) the date as of which all Registrable Securities have been sold pursuant to the registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder statement, and prepare and file with the SEC Commission such amendments and supplements to such registration statement and supplements to the prospectus used in connection therewith contained therein as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered for the period described above, provided that, unless approved by Company in its discretion, no such registration statement have been sold shall constitute a shelf registration under Rule 415 promulgated by the Commission under the Securities Act;
(but not before b) Enter into a written underwriting agreement in customary and reasonable form and substance with the expiration managing underwriter or underwriters of the applicable prospectus delivery period) public offering of such securities, if the offering is to be underwritten in whole or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; andpart;
(c) Furnish, without charge, Furnish to each seller of Registrable Securities and each underwriter, if any, the Holders participating in accordance with Section 9.1 hereof, such registration such number of copies of the registration statement, preliminary prospectus, final prospectus and other documents as the Holders may reasonably request;
(d) Notify the Holders participating in such registration, promptly after it shall receive notice thereof, of the time when such registration statement (including all exhibits), each amendment and has become effective or a supplement thereto, the to any prospectus included in forming a part of such registration statement has been filed;
(including each preliminary prospectuse) in conformity Notify such Holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;
(f) Prepare and file with the requirements Commission promptly upon the request of any such Holders any amendments or supplements to such registration statement or prospectus which, in the reasonable opinion of counsel for such Holders and for Company, is required under the Securities Act or the rules and such other documents as such seller may reasonably request regulations thereunder in order to facilitate connection with the disposition distribution of the Registrable Securities owned by such seller; andHolders;
(dg) Use its best efforts Prepare and promptly file with the Commission, and promptly notify such Holders of, such amendment or supplement to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration statement or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities prospectus as may be necessary to enable correct any statements or omissions if, at the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto to such securities is required to be delivered under the Securities Act of the happening of Act, any event has occurred as a the result of which the prospectus included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, any other prospectus as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain then in effect would include 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 not misleading in light of the circumstances under in which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purposemade; and
(h) Upon receipt of Advise such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriterpromptly after it shall receive notice or obtain knowledge thereof, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order by the Commission suspending the effectiveness of a such registration statement, statement or the initiation or threatening of any proceeding for such purpose, or that purpose and promptly use reasonable efforts to prevent the issuance of any stop order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in to obtain its withdrawal if such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to stop order should be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationissued.
Appears in 3 contracts
Sources: Stock Acquisition Agreement (Trycera Financial, Inc.), Stock Acquisition Agreement (Mezzanine Investment Corp), Stock Acquisition Agreement (Trycera Financial, Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant If and whenever, LWN is required to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with the intended method of disposition thereofthis Agreement, and pursuant thereto PRGX will LWN will, as expeditiously as practicablepossible:
(a) Prepare and prepare and, if the registration is pursuant to notice given under Section 5.2(a), in any event within 45 days after the giving of notice pursuant to Section 5.2(a), file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 any form for which LWN then qualifies or Form S-3 (as which counsel for LWN shall deem appropriate) or a successor , and which form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt shall be available for the sale of the requestRegistrable Securities in accordance with the intended methods of distribution thereof, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingand remain effective; provided, however, that PRGX shall have no obligation LWN may discontinue any registration of its securities which is being effected pursuant to include securities in a Section 5.2 at any time prior to the effective date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration for a period of the applicable prospectus delivery period) 180 days or such shorter lesser period of time as PRGX LWN or any Holder may notify be required under the Holders Securities Act to deliver a prospectus in the case connection with any sale of a Registration under Article IIRegistrable Securities, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers Holder or Holders thereof set forth in such registration statement; provided, that before filing a registration statement or prospectus, or any amendments or supplements thereto, LWN will furnish to the Holders and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, their counsel copies of all correspondence between PRGX documents proposed to be filed, which documents will be subject to the review of such counsel and the SEC relating to will not be filed if such registration; andcounsel reasonably objects;
(c) Furnish, without charge, furnish to each seller Holder of such Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), each amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary prospectus) prospectus and summary prospectus and prospectus supplement, as applicable), in conformity with the requirements of the Securities Act Act, and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andHolder;
(d) Use use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter each Holder shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Holder, except that PRGX will LWN shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 5.3(d), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use use its best efforts to obtain all cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities Holder or Holders thereof to consummate the disposition of such Registrable Securities; and;
(f) Notify notify each seller Holder of any such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 5.3(b), of the happening of any event as a result of which LWN's becoming aware that the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and subject to Article I(c) hereofat the request of any such Holder, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement furnish to such Holder a reasonable number of copies of an amended or supplemental prospectus or an amendment to the registration statement as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made made, not misleading;
(g) otherwise use its best efforts to comply with all applicable rules and in regulations of the case SEC, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of an amendment to the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(h) use reasonable its best efforts to cause it all such Registrable Securities to become effective as soon as possible; and
(g) Promptly notify each Holder selling be listed on any securities exchange on which the ▇▇▇▇▇▇ Common Stock is then listed, if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not no later than the effective date of such registration.registration statement;
(i) enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including making appropriate members of senior management of LWN available for customary participation in a "road show" presentation to potential investors;
Appears in 3 contracts
Sources: Put/Call Agreement (Loewen Group Inc), Put/Call Agreement (Prime Succession Inc), Put/Call Agreement (Rose Hills Co)
Registration Procedures. Whenever If and whenever the Holders Company is required by the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant this Agreement to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible (but, in any event, within 60 days after a Demand Registration Request in the case of Section 2.4(a) below), in connection with the registration of the Registrable Securities and, where applicable, a takedown off of a shelf registration statement:
(a) prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected by the Company and pursuant thereto PRGX will (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as expeditiously as practicable:
(a) Prepare and file to form in all material respects with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt requirements of the requestapplicable registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective from the date such registration statement is declared effective until the earliest to occur of (A) the first date as soon as practicable after filing; of which all of the Registrable Securities included in the registration statement have been sold or (B) the expiration of a period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a shelf registration statement and a period of three years in the case of a shelf registration statement (provided, however, that PRGX before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel (provided that the Company shall have be under no obligation to include securities in a make any changes suggested by the Holders), and the Company shall not file any registration statement pursuant or amendment thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to Article II which the Majority Participating Holders or the underwriters, if that registration statement is withdrawn for any reason; andany, shall reasonably object);
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before for the expiration of the applicable prospectus delivery periodperiod set forth in Section 2.4(a) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (and, in connection with any shelf registration statement, file one or more prospectus supplements covering Registrable Securities upon the request of one or more Holders wishing to offer or sell Registrable Securities whether in an underwritten offering or otherwise);
(c) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Manager of such offering;
(d) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Participating Holder and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), any other prospectus filed under Rule 424 under the Securities Act and each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andseller (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(de) Use use its reasonable best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities or state “blue sky sky” laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, shall requestreasonably request in writing, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers jurisdictions (provided including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that PRGX will not in no event shall the Company be required to qualify generally to do business or file any general consent to service of process as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (e), be required to qualify be so qualified, to subject itself to taxation in any such jurisdiction or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from consent to general service of process in any such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andjurisdiction;
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Participating Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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 in the light of the circumstances under which they were made not misleading;
(g) comply (and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13 a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13 a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 45 days, or 90 days if it is a fiscal year, after the end of such 12 month period described hereafter), an earnings statement (which need not be audited) covering the period of at least 12 consecutive months beginning with the first day of the Company’s first fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(h) Upon (i) (A) cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed, to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(i) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(j) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(k) use its reasonable best efforts to (i) obtain an opinion from the Company’s counsel and a comfort letter and updates thereof from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and comfort letters (including, in the case of such comfort letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinion and letter shall be dated the dates such opinions and comfort letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and to the Majority Participating Holders, and (ii) furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such underwriter;
(l) deliver promptly to counsel for each Participating Holder and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as PRGX the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementcounsel for each Participating Holder, by counsel for any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller Participating Holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such sellercounsel for a Participating Holder, counsel for an underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andstatement;
(im) Promptly use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement, or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction;
(n) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement;
(o) use its best efforts to make available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in marketing the Registrable Securities in any underwritten offering;
(p) prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) ), and which contains information regarding prior to the selling Holdersfiling of any free writing prospectus, provide copies of such document to counsel for the selling Holders of Registrable Securities each Participating Holder and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Participating Holders prior to the filing thereof as counsel for such selling the Participating Holders or underwriters may reasonably request; and;
(jq) Furnish furnish to counsel for each Participating Holder and to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document)supplements thereto, excluding including financial statements and schedules, all documents incorporated therein by reference reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus filed under Rule 424 under the Securities Act and all exhibits; and
exhibits (kincluding those incorporated by reference) Use its best efforts to furnish, at the request of and any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale free writing prospectus utilized in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiestherewith;
(lr) Use its best efforts to cooperate with the Participating Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least three Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities Participating Holders at least three business days Business Days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of Securities and instruct any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all of Registrable Securities registered pursuant hereto to release any stop transfer orders in respect thereof;
(s) cooperate with any due diligence investigation by any Manager, underwriter or Participating Holder and a CUSIP number for all make available such Registrable Securitiesdocuments and records of the Company and its Subsidiaries that they reasonably request (which, in each the case not later than of the effective date of such registration.Participating Holder, may be subject to the
Appears in 3 contracts
Sources: Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX The Company will use its reasonable best efforts to effect the registration each Registration, and to cooperate with the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof as quickly as practicable, and pursuant thereto PRGX the Company will as expeditiously as practicablepossible:
(a) Prepare subject, in the case of an Incidental Registration, to the proviso to Section , prepare and file with the Securities and Exchange Commission ("SEC") a SEC the registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause the Registration to become effective; PROVIDED, HOWEVER, that before filing any registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the Holders of the Registrable Securities covered by such registration statement statement, their counsel, and the underwriters, if any, and their counsel, copies of all such documents proposed to become effective be filed as soon promptly as practicable after filingprior thereto, which documents will be subject to the reasonable review of such Holders, their counsel and the underwriters; provided, however, that PRGX shall have no obligation to include securities in a and the Company will not file any registration statement pursuant or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference) to Article II if that registration statement is withdrawn which the Requisite Holders shall reasonably object after having had a reasonable opportunity for any reason; andreview and comment;
(b) Notify each Holder subject, in the case of an Incidental Registration, to the effectiveness of each registration statement filed hereunder and proviso to Section , prepare and file with the SEC such amendments and supplements post-effective amendments to such any registration statement and the any prospectus used in connection therewith as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with statement; and cause the intended methods prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(c) furnish to each Holder of disposition by the sellers thereof set forth Registrable Securities included in such registration statementRegistration and the underwriter or underwriters, and furnishif any, without charge, to each seller at least one signed copy of Registrable Securitiesthe registration statement and any post-effective amendment thereto, in accordance with Section 9.1 hereofupon request, and such number of conformed copies of all correspondence between PRGX thereof and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of prospectus and each prospectus filed under Rule 424 under the Securities Act Act), any amendments or supplements thereto and such other any documents incorporated by reference therein, as such seller Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned being sold by such seller; andHolder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by each Holder of Registrable Securities covered by such registration statement and the underwriter or underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto);
(d) Use notify each Holder of any stop order or other order suspending the effectiveness of any registration statement, issued or threatened by the SEC in connection therewith, and take all reasonable actions required to prevent the entry of such stop order or to remove it or obtain withdrawal of it at the earliest possible moment if entered;
(e) if requested by the managing underwriter or underwriters, if any, or any Holder in connection with any sale pursuant to a registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information relating to such underwriting as the managing underwriter or underwriters, if any, or such Holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(f) on or prior to the date on which a Registration is declared effective, use its best efforts to register or qualify such qualify, and cooperate with the Holders of Registrable Securities included in such Registration, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by such Registration for offer and sale under such other the securities or "blue sky sky" laws of such jurisdictions within each state and other jurisdiction of the United States as any such Holder or the sellers or any managing underwriter shall requestunderwriter, if any, reasonably requests in writing; use its best efforts to keep each such registration or qualification in effect for so long as effective, including through new filings, or amendments or renewals, during the period such registration statement is in effect required to be kept effective; and do any and all other acts and or things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in all such jurisdictions reasonably requested of the Registrable Securities owned covered by such sellers (provided Registration; PROVIDED, HOWEVER, that PRGX the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or file to take any action which would subject it to general consent to service of process in any such jurisdiction where it would is not otherwise be required to qualify or file but for this subparagraph); andthen so subject;
(eg) Use in connection with any sale pursuant to a Registration, cooperate with the Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under such Registration, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such Holders may request;
(h) use its best efforts to obtain all cause the Registrable Securities to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities within the United States and having jurisdiction over the Company as may reasonably be necessary to enable the seller or sellers of such Registrable Securities thereof or the underwriter or underwriters, if any, to consummate the disposition of such Securities;
(i) enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(j) use its best efforts to obtain:
(i) at the time of effectiveness of each Registration, a comfort letter from the Company's independent certified public accountants covering such matters of the type customarily covered by cold comfort letters as the Requisite Holders and, if applicable, the underwriters reasonably request; and
(fii) Notify each seller at the time of any underwritten sale pursuant to the registration statement, a bring-down comfort letter, dated as of the date of such Registrable Securities promptly sale, from the Company's independent certified public accountants covering such matters of the type customarily covered by comfort letters as the Requisite Holders and, if applicable, the underwriters reasonably request;
(k) use its best efforts to obtain, at the time of effectiveness of each Incidental Registration and at the time of any time when a prospectus relating thereto is required sale pursuant to be delivered under each Registration, an opinion or opinions, reasonably acceptable to the Securities Act of Requisite Holders in form and scope, from counsel for the Company in customary form;
(l) notify each Holder upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains Registration, 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such eventmisleading, and promptly notify prepare, file with the SEC and furnish to each Holder a reasonable number of Registrable Securities copies of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringmade;
(m) Cooperate otherwise comply with all applicable rules and regulations of the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be soldSEC, and cause such Registrable make generally available to its Security holders (as contemplated by section 11(a) under the Securities to be issued in such denominations and registered in such names in accordance with Act) an earnings statement satisfying the underwriting agreement prior to any sale provisions of Registrable Rule 158 under the Securities to the underwriters orAct, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; andas applicable;
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, provide and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is cause to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide maintained a transfer agent and registrar for all Registrable Securities registered pursuant hereto covered by each Registration from and after a CUSIP number for all such Registrable Securities, in each case date not later than the effective date of such registrationRegistration; and
(o) obtain and maintain the registration of the Common Stock under either section 12(b) or section 12(g) of the Exchange Act; and use its best efforts to cause all Registrable Securities covered by each Registration to be listed subject to notice of issuance, prior to the date of first sale of such Registrable Securities pursuant to such Registration, on:
(i) either the New York Stock Exchange, Inc., or the NASDAQ National Market; and
(ii) each other securities exchange, if any, on which the Common Stock is then listed. The Company may require each Holder of Registrable Securities that will be included in such Registration to furnish the Company with such information in respect of such Holder of its Registrable Securities that will be included in such Registration as the Company may reasonably request in writing and as is required by applicable laws or regulations.
Appears in 3 contracts
Sources: Registration Rights Agreement (Flagstar Companies Inc), Registration Rights Agreement (Flagstar Companies Inc), Registration Rights Agreement (Advantica Restaurant Group Inc)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with this Agreement, the intended method of disposition thereofCompany will, and pursuant thereto PRGX will as expeditiously as practicablepossible:
(ai) Prepare and prepare and, in any event within 120 days after the end of the period within which a request for registration may be given to the Company pursuant to Section 2 or 3, file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; effective, provided, however, that PRGX shall have no obligation the Company may discontinue any registration of its securities which is being effected pursuant to include securities in a Section 2 at any time prior to the effective date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but for a period not before the expiration in excess of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, 270 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, and furnishor any amendments or supplements thereto, without chargethe Company will furnish to counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders, copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;
(iii) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), and of each amendment and supplement theretothereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and;
(div) Use use its best efforts to register or qualify such Registrable Securities under covered by such other securities or blue sky laws of registration in such jurisdictions within the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Seller, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (iv), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use use its best efforts to obtain all cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; and;
(fvi) Notify notify each seller of any such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in clause (ii) of this Section 4, of the happening of any event as a result of which Company’s becoming aware that the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and subject to Article I(c) hereofat the request of any such seller, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement furnish to such seller a reasonable number of copies of an amended or supplemental prospectus or an amendment to the registration statement as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made then existing;
(vii) use its best efforts to comply with all applicable rules and in regulations of the case SEC, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of an amendment to the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(viii) (A) use reasonable its best efforts to cause it list such Registrable Securities on any securities exchange on which the Common Stock is then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (B) use its best efforts to become effective as soon as possible; and
(g) Promptly notify each Holder selling provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(ix) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and each managing underwriterother persons in addition to, or in substitution for the provisions of Section 5 hereof, and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any: , reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(ix) when obtain a “cold comfort” letter or letters from the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; Company’s independent public accounts in customary form and (iii) covering matters of the receipt type customarily covered by PRGX “cold comfort” letters as the seller or sellers of any notification with respect to the suspension a majority of the qualification shares of any such Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andshall reasonably request;
(hxi) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of 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 in order to permit them to exercise their due diligence responsibility; andstatement;
(ixii) Promptly prior notify counsel (selected pursuant to Section 7 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (A) when the registration statement, or any post-effective amendment to the filing registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (B) of the receipt of any document which is comments from the SEC, (C) of any request of the SEC to be incorporated by reference into amend the registration statement or amend or supplement the prospectus or for additional information, and (after D) of the initial filing issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(xiii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;
(xiv) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement) , promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and which contains information regarding with respect to any other terms of the selling Holders, provide copies underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such document to counsel for prospectus supplement or post-effective amendment as soon as practicable after being notified of the selling matters incorporated in such prospectus supplement or post-effective amendment;
(xv) cooperate with the Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of covered by the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriteror agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends legends) representing the Registrable Securities securities to be soldsold under the registration statement, and cause enable such Registrable Securities securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement prior managing underwriter or agent, if any, or such Holders may request;
(xvi) obtain for delivery to any sale the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securitiesor agents and their counsel; and
(nxvii) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (vi) of this Section 4, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 4, and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in clause (ii) of this Section 4 shall be extended by the number of days during the period from and including the date of the issuance giving of any stop order suspending such notice pursuant to clause (vi) of this Section 4 and including the effectiveness date when each seller of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in Registrable Securities covered by such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller shall have received the copies of such order, and subject to Article I(cthe supplemented or amended prospectus contemplated by clause (vi) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationthis Section 4.
Appears in 3 contracts
Sources: Registration Rights Agreement (Sealy Texas Holdings LLC), Registration Rights Agreement (Brimfield Precision LLC), Registration Rights Agreement (ITC Holdings Corp.)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration of the offer and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 1.1, 1.2 and 2, the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablepromptly:
(a) Prepare prepare, and as soon as practicable, but in any event within 60 days thereafter, file with the Securities and Exchange Commission ("SEC") Commission, a registration statement with respect to the offer and sale of such Registrable Securities on Form S-1 Securities, make all required filings with the NASD or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, applicable securities exchange and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andpracticable;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and promptly file with the SEC Commission such amendments and post-effective 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period for so long as PRGX may notify the Holders in the case of a Registration under Article II, and is required to comply with the provisions of the Securities Act with respect and to complete the disposition of all securities covered by such registration statement during such period in accordance with the intended method or methods of disposition thereof, but in no event for a period of more than six months after such registration statement becomes effective;
(c) furnish copies of all documents proposed to be filed with the Commission in connection with such registration to (i) (x) counsel selected by the sellers thereof set forth THL Parties in the case of a registration pursuant to Section 1.1, (y) counsel selected by RLB in the case of registration pursuant to Section 1.2 and (z) in all other circumstances, counsel selected by the THL Parties and, if different, counsel selected by the holders of a majority of the Registrable Securities to be sold in such registration, and, in each case, which counsel may also be counsel to the Company and (ii) each seller of Registrable Securities (or in the case of the initial filing of a registration statement, within five business days of such initial filing) and furnish, without charge, such documents shall be subject to the review of any such counsel referred to in clause (i) above. The Company shall not file any registration statement or any amendment or post-effective amendment or supplement to such registration statement or the prospectus used in connection therewith to which such counsel shall have reasonably objected in writing on the grounds that such amendment or supplement does not comply (explaining why) in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder;
(d) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to such number of conformed copies of such registration statement and of each seller of Registrable Securities such amendment and supplement thereto (in each underwriter, if any, in accordance with Section 9.1 hereof, case including all exhibits and documents filed therewith) and such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andseller in accordance with the intended method or methods of disposition thereof;
(de) Use use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other the securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition of such Registrable Securities in such jurisdictions in accordance with the intended method or methods of the Registrable Securities owned by such sellers (disposition thereof, provided that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, subject itself to taxation in any jurisdiction wherein it is not so subject, or file take any action which would subject it to general consent to service of process in any jurisdiction where wherein it would is not otherwise be required to qualify or file but for this subparagraph); andso subject;
(ef) Use use its best efforts to obtain cause all Registrable Securities covered by such registration statement to be registered with or approved by such other approvalsgovernmental agencies, covenants, exemptions authorities or authorizations from such governmental agencies or authorities self-regulatory bodies as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable SecuritiesSecurities in accordance with the intended method or methods of disposition thereof;
(g) furnish to the THL Parties, on behalf of the THL Group, and to RLB, if requested by him in connection with a registration pursuant to Section 1.2:
(i) an opinion of counsel for the Company experienced in securities law matters, dated the effective date of the registration statement (and, if such registration includes an underwritten public offering, the date of the closing under the underwriting agreement); and
(fii) Notify a "comfort" letter (unless the registration is pursuant to Section 2 and such a letter is not otherwise being furnished to the Company), dated the effective date of such registration statement (and if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have issued an audit report on the Company's financial statements included in the registration statement, covering such matters as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities and such other matters as the THL Parties or RLB, as applicable, may reasonably request;
(h) notify each seller of such any Registrable Securities promptly covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event or existence of any fact as a result of which the prospectus included in such registration statement contains 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 subject to Article I(c) hereofand, as promptly as is practicable, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such seller a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made then existing;
(i) otherwise comply with all applicable rules and in regulations of the case of an amendment Commission, and make available to the registration statementits security holders, use reasonable best efforts to cause it to become effective as soon as possible; andreasonably practicable, an earnings statement of the Company (in form complying with the provisions of Rule 158 under the Securities Act) covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of such registration statement;
(gj) Promptly notify each Holder selling seller of any Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed filed, and, with respect to the such registration statement or any post-effective amendment, when the same has become effective; , (ii) of any request by the SEC or any state securities authority Commission for amendments or supplements to the such registration statement or the to amend or to supplement such prospectus related thereto or for additional information; and , (iii) of the receipt issuance by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance Commission of any stop order suspending the effectiveness of a such registration statement, statement or the initiation of any proceeding proceedings for such purpose, or that purpose and (iv) of any order suspending or preventing the use suspension of any related prospectus or suspending the qualification of any common stock included in such registration statement securities for offering or sale in any jurisdiction, PRGX will promptly notify each seller or of the institution of any proceedings for any of such order, and subject purposes;
(k) use every reasonable effort to Article I(cobtain the lifting of any stop order that might be issued suspending the effectiveness of such registration statement at the earliest possible moment;
(l) hereof, will use its reasonable best efforts (i) (A) to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all list such Registrable Securities registered pursuant hereto to be listed on each any securities exchange or other quotation service on which similar the equity securities issued by PRGX of the Company are then listed or, if no such equity securities are then listed; , on an exchange selected by the Company, if such listing is then permitted under the rules of such exchange, or (B) if such listing is not practicable, to secure designation of such securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable Securities, and
, without limiting the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD, and (qii) Provide to provide a transfer agent and registrar for all such Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationregistration statement and to instruct such transfer agent (A) to release any stop transfer order with respect to the certificates with respect to the Registrable Securities being sold and (B) to furnish certificates without restrictive legends representing ownership of the shares being sold, in such denominations requested by the sellers of the Registrable Securities or the lead underwriter;
(m) enter into such agreements and take such other actions as the sellers of Registrable Securities or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, preparing for, and participating in, such number of "road shows" and all such other customary selling efforts as the underwriters reasonably request in order to expedite or facilitate such disposition;
(n) furnish to any holder of such Registrable Securities such information and assistance as such holder may reasonably request in connection with any "due diligence" effort which such seller deems appropriate; and
(o) use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby. As a condition to its registration of the offer and sale of Registrable Securities of any prospective seller, the Company may require such seller of any Registrable Securities as to which any registration is being effected to execute powers-of-attorney, custody arrangements and other customary agreements appropriate to facilitate the offering and to furnish to the Company such information regarding such seller, its ownership of Registrable Securities and the disposition of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by law in connection therewith. Each such holder agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder not materially misleading. The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, which refers to (in a capacity as a selling stockholder) any seller of any Registrable Securities covered thereby by name, or otherwise identifies such seller as the holder of any Registrable Securities, to which counsel to the sellers may reasonably object, without the prior written consent of such seller, which consent shall not be unreasonably withheld. Each holder of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h), such holder will promptly discontinue such holder's disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(h). If so directed by the Company, each holder of Registrable Securities will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, in such holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give any such notice, the period mentioned in Section 3(a) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3(h).
Appears in 2 contracts
Sources: Registration Rights Agreement (NTK Holdings, Inc.), Securityholders Agreement (NTK Holdings, Inc.)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Corporation is required to this Agreement, PRGX will use its reasonable best efforts to effect cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with this Agreement, the intended method of disposition thereofCorporation will, and pursuant thereto PRGX will as expeditiously as practicablepossible:
(ai) Prepare and (A) with respect to any registration under Section 2(a), prepare and, in any event within 20 days of the date on which the Corporation first received a request from KRH pursuant to Section 2(a)(i), file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after within 90 days of the initial filing, and (B) with respect to any registration under Section 2(b) and subject to the Corporation’s rights set forth in Section 2(b), use its reasonable best efforts to file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective within 90 days of the initial filing, and (C) with respect to any registration under Section 2(c), use its reasonable best efforts to file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective within 90 days of the initial filing; provided, however, that PRGX shall have no obligation to include securities in before filing a registration statement pursuant or prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to Article II be incorporated therein by reference) the Corporation will furnish to the holders holding Registrable Securities covered by such registration statement, counsel for the holders of the Registrable Securities being registered and the managing underwriters, if that any, copies of all such documents proposed to be filed, which documents will be subject to the review of such holders, such special counsel and such underwriters, and the Corporation will not file any such registration statement is withdrawn for or amendment thereto or any reason; andprospectus or any supplement thereto (excluding such documents that, upon filing, will be incorporated or deemed to be incorporated by reference therein) to which the holders of a majority of the Registrable Securities covered by such registration statement or the managing underwriter, if any, shall reasonably object;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery periodin accordance with Section 2(a) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, and furnishhowever, without chargethat before filing a registration statement or prospectus, to each seller of Registrable Securities, or any amendments or supplements thereto in accordance with Section 9.1 hereof2(d)(i) or this Section 2(d)(ii), the Corporation will furnish to counsel for the holders of the Registrable Securities being registered copies of all correspondence between PRGX and documents proposed to be filed, which documents will be subject to the SEC relating to review of such registration; andcounsel;
(ciii) Furnish, without charge, furnish to each seller holder of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, being registered such number of copies of such registration statement (including all exhibits), and of each amendment and supplement theretothereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andholder;
(div) Use use its best reasonable efforts to register or qualify such Registrable Securities under covered by such other securities or blue sky laws of registration in such jurisdictions within the United States as the sellers or any managing underwriter each holder of Registrable Securities being registered shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided holder, except that PRGX will the Corporation shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 2(d)(iv), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use use its reasonable best efforts to obtain all cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities Governmental Authorities as may be necessary to enable the sellers of such Registrable Securities holders thereof to consummate the disposition of such Registrable Securities; and;
(fvi) Notify notify each seller holder of any such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which Corporation’s becoming aware that the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and subject to Article I(c) hereofat the request of any such holder, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement furnish to such holder a reasonable number of copies of an amended or supplemental prospectus or an amendment to the registration statement as may be necessary so that, as thereafter delivered to the purchasers holders of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made then existing;
(vii) otherwise use its reasonable best efforts to comply with all applicable rules and in regulations of the case SEC and make available to its security holders, as soon as reasonably practicable (but not more than 18 months) after the effective date of an amendment to the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) use its reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling all Registrable Securities covered by such registration statement and to be (a) listed on each managing underwriterstock exchange or automated quotation system, if any: (i) when , on which securities issued by the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when Corporation of the same has become effective; (ii) of any request class are then listed or, if no such securities issued by the SEC Corporation are then so listed, on the New York Stock Exchange (the “NYSE”) or any state another nationally stock exchange, if the securities authority qualify to be so listed or (b) on the Nasdaq Stock Market of the Nasdaq Global Market (“NASDAQ”) or another nationally recognized automated quotation system, if the securities qualify to be so quoted;
(ix) as needed, (a) engage an appropriate transfer agent and provide the transfer agent with printed certificates for amendments the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (b) provide a CUSIP number for the Registrable Securities;
(x) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to or supplements to in substitution for the registration statement provisions of Section 2(g) hereof, and take such other actions as holders of a majority of shares of such Registrable Securities or the prospectus related thereto underwriters, if any, reasonably requested in order to expedite or for additional information; facilitate the disposition of such Registrable Securities;
(xi) obtain a “cold comfort” letter or letters from the Corporation’s independent public accountants in customary form and (iii) covering matters of the receipt type customarily covered by PRGX “cold comfort” letters as the holders of any notification with respect to the suspension a majority of the qualification shares of any such Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andshall reasonably request;
(hxii) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller holder of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Corporation, and cause all of the Corporation’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 in order to permit them to exercise their due diligence responsibility; andstatement;
(ixiii) Promptly prior notify counsel for the holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (a) when the registration statement, or any post-effective amendment to the filing registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (b) of the receipt of any document which is comments from the SEC, (c) of any request of the SEC to be incorporated by reference into amend the registration statement or amend or supplement the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel or for the selling Holders of Registrable Securities and to each managing underwriteradditional information, and make such changes in such document concerning (d) of the selling Holders prior to issuance by the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in SEC of any stop order suspending the offering and the managing underwriter, without charge, at least one signed copy effectiveness of the registration statement and or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(xiv) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;
(xv) if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendments thereto (which may amendment such information as the managing underwriter or agent or such holder reasonably requests to be a photocopy or conformed copy of such signed document)included therein, excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts including, with respect to furnish, at the request of any Holder requesting registration number of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwritersby such holder to such underwriter or agent, or, if the purchase price being paid therefor by such securities are not being sold through underwriters, on the date that the registration statement underwriter or agent and with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, any other terms of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(xvi) cooperate with the holders of Registrable Securities covered by such the registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company statement and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriteror agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends legends) representing the Registrable Securities securities to be soldsold under the registration statement, and cause enable such Registrable Securities securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement prior to any sale of Registrable Securities to the underwriters ormanaging underwriter or agent, if not an underwritten offeringany, in accordance with the written instructions of the selling or such holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; andmay request;
(nxvii) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain for delivery to the withdrawal holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Corporation in customary form and in form, substance and scope reasonably satisfactory to such orderholders, underwriters or agents and their counsel; and
(oxviii) If cooperate with each holder of Registrable Securities being registered and each underwriter or agent participating in the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all disposition of such Registrable Securities registered pursuant hereto and their respective counsel in connection with any filings required to be listed on each securities made with the NYSE, NASDAQ or any other stock exchange or other automated quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent system and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationNASD.
Appears in 2 contracts
Sources: Registration Rights Agreement (RHI Entertainment, Inc.), Registration Rights Agreement (RHI Entertainment, Inc.)
Registration Procedures. Whenever In connection with each registration to be effected by the Holders of Registrable Securities have requested that any Registrable Securities be registered Company pursuant to this AgreementAgreement in which any Holder is participating, PRGX will use its reasonable best efforts the Company shall keep the Holder advised in writing as to effect the initiation of each registration and as to the sale of completion thereof. In connection with each such Registrable Securities in accordance with offering, the intended method of disposition thereof, and pursuant thereto PRGX will Company shall as expeditiously as practicablepossible, at its sole expense:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Holder's Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective, and thereafter use its best efforts to keep such registration statement, in the case of the Shelf Registration, continuously effective as soon as practicable after filing; providedfor the Shelf Registration Period, howeverand in the case of the Piggyback Registration, that PRGX shall have no obligation to include securities until the distribution described in a the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto has been completed;
(b) Notify in connection with the preparation and filing of a registration statement, give the Holders, the underwriters, if any, and their respective counsel, the opportunity to participate (including the inclusion of any reasonable comments proposed by the Holders) in the preparation of such registration statement, each Holder prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto (provided that the Company shall not file any such registration statement including Registrable Securities or amendment thereto or any related prospectus or any supplement thereto to which such Holders or the managing underwriter or underwriters, if any, shall reasonably object in writing), and give each of them such access to its books and records and such opportunities to discuss the business of the effectiveness Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of each the Holder's and such underwriters' respective counsel, to conduct a reasonable due diligence investigation within the meaning of the Securities Act;
(c) furnish to the Holders and to the underwriters of the Registrable Securities such number of copies of the registration statement filed hereunder statement, preliminary prospectus, final prospectus and other documents incident thereto as such underwriters and Holders from time to time may reasonably request;
(d) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(ce) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such the Registrable Securities under such other securities or blue sky Blue Sky laws of such jurisdictions within as shall be reasonably requested by any of the United States as Holders for the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as distribution of the Registrable Securities covered by the registration statement is in effect to be sold by such Holders; and do to take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers Holders to consummate the disposition in such jurisdictions in the United States of the such Registrable Securities owned by such sellers (Holders, provided that PRGX will the Company shall not be required in connection therewith or as a condition thereto to qualify generally to do business or to file any a general consent to service of process in any jurisdiction where it would not otherwise be required such states or jurisdictions, or to qualify or file but for this subparagraph); and
(e) Use its best efforts subject itself to obtain all other approvals, covenants, exemptions or authorizations from taxation in any such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andjurisdiction;
(f) Notify each seller enter into an underwriting agreement in customary form and substance reasonably satisfactory to the Company, the Holders and the managing underwriter or underwriters of the public offering of Registrable Securities, if the offering is to be underwritten, in whole or in part, provided that the Holders shall be a party to such underwriting agreement and the Holders may, at their option, require that any or all of the conditions precedent to the obligations of such Registrable Securities underwriters under such underwriting agreement be conditions precedent to the obligations of the Holders. The Holders shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Holders and their intended method of distribution and any other representation or warranty required by law;
(g) promptly notify the Holders at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder prepare and furnish to such 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 purchasers 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 light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify provided that each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 5.l(g), such Holder shall forthwith discontinue its disposition of Registrable Securities of the filing of, a supplement to such prospectus or an amendment pursuant to the registration statement so that, as thereafter delivered relating to the purchasers of such Registrable SecuritiesSecurities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by this Section 5.l(g) and, if so directed by the Company, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, Holder shall use its reasonable best efforts to cause it deliver to become effective as soon as possible; andthe Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice;
(gh) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when use its reasonable best efforts promptly to obtain the withdrawal of any stop order suspending the effectiveness of a registration statement, or any pre-effective amendment, order suspending or preventing the use of any related prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of suspending the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating included in any disposition to be effected pursuant to such registration statement and by for sale in any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andjurisdiction;
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any a Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such any Registrable Securities are to be delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: , (i) a copy of an opinion or opinionsopinion, dated such date, of the counsel representing PRGX the Company for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and to such Holder and (ii) a letter dated such date, from the independent certified public accountant accountants of PRGXthe Company who have certified the Company's financial statements included in such registration statement, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringoffering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiessuch Holder;
(lj) Use otherwise use its reasonable best efforts to cooperate comply with all applicable rules and regulations of the Holders requesting Commission to effect the prompt registration of Registrable Securities pursuant the securities covered by the registration statement, and make generally available to this Agreement in the disposition Holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months beginning after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 1l(a) of the Securities Act; and
(k) list all Registrable Securities covered by such registration statement, including without limitation in statement on the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by American Stock Exchange or such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each other national securities exchange or other inter-dealer quotation service on which similar system as may be mutually agreed upon by the parties and such securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationexchange.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lodgian Inc), Registration Rights Agreement (Lodgian Inc)
Registration Procedures. Whenever In connection with the Holders obligations of Registrable Securities have requested that any Registrable Securities be registered the Company with respect to the Registration Statement pursuant to this AgreementSections 2(a) and 2(b) hereof, PRGX will use its reasonable best efforts to effect the registration Company shall:
(a) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (i) shall be selected by the Company and (ii) shall, in the case of a Shelf Registration, be available for the sale of such the Registrable Securities in accordance with the intended method or methods of disposition thereofdistribution as the Company is so advised of by the selling Holders thereof and (iii) shall comply as to form in all material respects with the requirements of the applicable form and include (including through incorporation by reference, if available to the Company) all financial statements required by the SEC to be filed therewith, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and Company shall use its commercially reasonable best efforts to cause such registration statement Registration Statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities and remain effective in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andaccordance with Section 2 hereof;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection therewith Registration Statement as may be necessary to keep such registration statement effective until that date when all Registrable Registration Statement in compliance with the Securities covered Act; and cause the Prospectus to be supplemented by such registration statement have been sold any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(but not before the expiration of the applicable prospectus delivery periodc) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article IIShelf Registration, furnish to each Holder of Registrable Securities and comply with the provisions to each underwriter of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistrable Securities, and furnishif any, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, as many copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) FurnishProspectus, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act , and any amendment or supplement thereto and such other documents as such seller Holder or Underwriter may reasonably request request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSecurities;
(d) Use in the case of a Shelf Registration, use its commercially reasonable best efforts to register or qualify such the Registrable Securities under such other all applicable state securities or "blue sky sky" laws of such jurisdictions within the United States as the sellers any Holder of Registrable Securities covered by such Shelf Registration Statement and or any managing underwriter Underwriter shall requestreasonably request in writing by the time the applicable Shelf Registration Statement is declared effective by the SEC, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Holder or Underwriter to consummate the disposition in each such jurisdictions of designated jurisdiction, provided, however, that the Registrable Securities owned by such sellers (provided that PRGX will Company shall not be required to (i) qualify generally to do business as a foreign corporation or file any general consent to service of process as a broker-dealer in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphSection 5(d); and, (ii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction;
(e) Use its best efforts to obtain all other approvalsin the case of a Shelf Registration, covenantspromptly notify each Holder and, exemptions if requested by such Holder, confirm such advice in writing (i) when such Shelf Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or authorizations from such governmental agencies or authorities as may be necessary to enable any state securities authority of any stop order suspending the sellers effectiveness of such Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of such Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the Company receives any notification with respect to consummate the disposition suspension of such Registrable Securities; and
(f) Notify each seller the qualification of such the Registrable Securities promptly at for sale in any time when a prospectus relating thereto is required to be delivered under jurisdiction or the Securities Act initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period such Shelf Registration Statement is effective which makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Shelf Registration Statement or Prospectus in order to make the statements therein not misleading;
(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement promptly and shall provide notice to each Holder of the withdrawal of any such order as promptly as practicable;
(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the selling Holders may reasonably request at least two business days prior to the closing of any sale of Registrable Securities;
(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 5(e)(iv) hereof, use its commercially reasonable best efforts to prepare a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(j) in the case of a Shelf Registration Statement, enter into and deliver all such customary agreements, documents and take such other actions (including causing the delivery of opinions of counsel and "comfort" letters of independent certified public accountants) as are reasonably required to expedite or facilitate the disposition of Registrable Securities;
(k) in the case of a Shelf Registration, upon reasonable notice make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney or accountant designated by the Selling Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided, however, that such representatives, attorneys or accountants shall be acceptable to the Company in its judgment reasonably exercised and shall agree to enter into a written confidentiality agreement mutually acceptable to the Company and the Underwriters regarding any records, information or documents that are designated by the Company as confidential unless such records, information or documents are available to the public or disclosure of such records, information or documents is required by court or administrative order after the exhaustion of appeals therefrom and to use such information obtained pursuant to this provision only in connection with the transaction for which such information was obtained, and not for any other purpose;
(1) in the case of a Shelf Registration, provide copies of any Prospectus, any amendment to any applicable Shelf Registration Statement or amendment or supplement to any Prospectus or any document which is to be incorporated by reference into such Shelf Registration Statement or any Prospectus after initial filing of such Shelf Registration Statement, a reasonable time prior to the filing of any such Prospectus, amendment, supplement or document, to the Initial Purchasers on behalf of the Holders and Underwriters, if any, and except with respect to a Shelf Registration filed pursuant to Section 2(b)(iii) not file any such document in a form to which the Initial Purchasers on behalf of the Holders or Underwriters, if any, shall reasonably object; and make the representatives of the Company as shall be reasonably requested by the Holders or the Initial Purchasers on behalf of such Holders available for discussion of such document; provided that the requirements of this paragraph shall not apply to the Company's annual report on Form 10-K, its Quarterly Reports on Form 10-Q, its current reports on Form 8-K or any other documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the "Exchange Act Documents"); and further provided that the Company shall promptly notify Holders of the filing of any Exchange Act Documents except for such Exchange Act Documents specifically related to the offering of other securities and not to the Registrable Securities;
(m) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of any Registration Statement; and
(n) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its commercially reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner. In the case of a Shelf Registration Statement, the Company may (as a condition to such Holder's participation in a Shelf Registration) require each Holder to furnish to the Company information regarding the Holder and the proposed distribution by such Holder of any Registrable Securities as the Company may from time to time reasonably request in writing. In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any (i) notice from the Company of the happening of any event of the kind described in Section 5(e)(ii) or (iv) hereof, (ii) notice from the Company that it is in possession of material information that has not been disclosed to the public and the Company reasonably deems it to be advisable not to disclose such information in a registration statement or (iii) notice from the Company that it is in the process of a registered offering of securities and the Company reasonably deems it to be advisable to temporarily discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement (in each case, such notice being hereinafter referred to as a "Suspension Notice"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to any Shelf Registration Statement and shall not be entitled to the benefits provided under Section 6 hereof with respect to any sales made by it in contravention of this paragraph, until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(i) or a notice in accordance with Section 5(f) hereof that any order suspending the effectiveness of the Shelf Registration Statement has been withdrawn, or, in the case of (ii) or (iii) above, until further notice from the Company that disposition of Registrable Securities may resume, provided that (except with respect to a Shelf Registration filed pursuant to Section 2(b)(iii)) such further notice will be given within 90 days of the Suspension Notice in the case of (ii) above and within 120 days of the Suspension Notice in the case of (iii) above, and provided further that in the case of (ii) and (iii) above that any Suspension Notice must be based upon a good faith determination of the Board of Directors of the Company or the Executive Committee thereof that such Notice is necessary; and, if so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to any Shelf Registration Statement, the Company shall extend the period during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or received notice that any order suspending dispositions of the Securities has been withdrawn. Each Holder will furnish to the Company such information regarding such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act or any relevant state securities or Blue Sky law or obligation. Each Holder of Registrable Securities as to which any registration is being effected agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the happening of any event, in either case as a result of which the prospectus included in any Prospectus relating to such registration statement contains an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omits to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to the Company promptly any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to such holder or the distribution of such Registrable Securities, 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 therein, in light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statementmade, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationmisleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (CSC Holdings Inc), Registration Rights Agreement (Cablevision Systems Corp /Ny)
Registration Procedures. Whenever Subject to the Holders proviso of Registrable Securities have requested that Section 2.1(d), if and whenever the Company is required to effect the registration of any Registrable Securities be registered pursuant to this Agreement, PRGX will the Company shall use its reasonable best efforts to effect and facilitate the registration registration, offering and the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof as promptly as is practicable, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission SEC ("SEC"within thirty (30) days after the date on which the Company has given Holders notice of any request for Demand Registration) a registration statement Registration Statement with respect to such Registrable Securities on Form S-1 or Form S-3 Securities, make all required filings required (as appropriateincluding FINRA filings) or a successor form in connection therewith and thereafter and (if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it the Registration Statement is not so eligible, as soon as practicable, but no later than sixty (60automatically effective upon filing) days from receipt of the request, and use its reasonable best efforts to cause such registration statement Registration Statement to become effective effective; provided that, before filing a Registration Statement or any amendments or supplements thereto (including free writing prospectuses under Rule 433), the Company will furnish to Holders’ Counsel for such registration copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to review of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and give the Holders participating in such registration an opportunity to comment on such documents and keep such Holders reasonably informed as soon as practicable after filingto the registration process; provided, howeverfurther, that PRGX shall have no obligation if registration at the time would require the inclusion of pro forma financial or acquired business historical financial information, which requirement the Board determines the Company is reasonably unable to include securities in comply with, then the Company may defer the filing of the Registration Statement that is required to effect the applicable registration for a registration statement pursuant reasonable period of time to Article II if that registration statement is withdrawn for any reason; andcompile such information;
(bi) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith any Registration Statement as may be necessary to keep such registration statement Registration Statement effective until that date for a period of either (A) not less than ninety (90) days or, if such Registration Statement relates to an Underwritten Offering in the case of a Demand Registration, such longer period as in the opinion of counsel for the managing underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or the maximum period of time permitted by the Securities Act in the case of a Shelf Registration Statement, or (B) such shorter period ending when all of the Registrable Securities covered by such registration statement Registration Statement have been sold disposed of (but in any event not before the expiration of any longer period required under the applicable prospectus delivery periodSecurities Act) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during Registration Statement;
(c) furnish to each Selling Holder, Holders’ Counsel and the underwriters such period in accordance with the intended methods number of disposition by the sellers thereof set forth in such registration statement, and furnishcopies, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)any Registration Statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act , final prospectus, all exhibits and other documents filed therewith and such other documents as such seller Persons may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such sellerSelling Holder; andprovided that, before amending or supplementing any Registration Statement, the Company shall furnish to the Holders a copy of each such proposed amendment or supplement and not file any such proposed amendment or supplement to which any Selling Holder reasonably objects. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the Selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such prospectus and any such amendment or supplement thereto;
(d) Use use its reasonable best efforts to register or qualify such any Registrable Securities under such other securities or blue sky laws of such jurisdictions within as any Selling Holder, and the United States as the sellers or managing underwriters, if any managing underwriter shall reasonably request, use its reasonable best efforts to keep each such registration or qualification in effect for so long as (or exemption therefrom) effective during the registration statement period such Registration Statement is in effect required to be kept effective and do any and all other acts and things which that may be reasonably necessary or reasonably advisable to enable such sellers Selling Holder and each underwriter, if any, to consummate the disposition of the seller’s Registrable Securities in such jurisdictions of the Registrable Securities owned by such sellers (jurisdictions; provided that PRGX the Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any such jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubsection, (ii) subject itself to taxation in any jurisdiction where it is not then so subject or (iii) consent to general service of process in any such jurisdiction where it is not then so subject (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith); and;
(e) Use use its reasonable best efforts to obtain cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other approvalsgovernmental agencies, covenants, exemptions authorities or authorizations from such governmental agencies or authorities self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable the sellers of such Registrable Securities Selling Holders to consummate the disposition of such Registrable Securities; andSecurities in accordance with the intended method or methods of disposition thereof;
(f) Notify each seller of such Registrable Securities promptly at during any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, promptly notify each Selling Holder and Holders’ Counsel upon discovery that, or upon the discovery of the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 existingunder which they were made and, and subject to Article I(c) hereofas promptly as practicable, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such Selling Holders a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an any 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 not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andmade;
(g) Promptly promptly notify each Selling Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: Holders’ Counsel (i) when the registration statementRegistration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or any post-effective amendment to the registration statement Registration Statement has been filed and, with respect to the registration statement such Registration Statement or any post-effective amendment, when the same has become effective; , (ii) of any request written comments by the SEC or any state securities authority request by the SEC for amendments or supplements to the registration statement such Registration Statement or the to amend or to supplement any prospectus related thereto contained therein or for additional information; and , (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any of such purposes, (iv) if at the time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2.6(j) below cease to be true and correct and (v) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any such Registrable Securities for sale under the securities or blue sky laws of in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding for such purpose; and;
(h) Upon receipt cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be listed on the Nasdaq Global Select Market;
(i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such confidentiality Registration Statement, and, if required, obtain a CUSIP number for such Registrable Securities not later than such effective date;
(j) enter into such customary agreements (including underwriting agreements with customary provisions in such forms as PRGX may be requested by the managing underwriters) and take all such other actions as the Selling Holders or the underwriters, if any, reasonably request, request in order to expedite or facilitate the disposition of such Registrable Securities;
(k) make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementSelling Holder, by Holders’ Counsel, any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement the applicable Registration Statement and by any attorney, accountant or other agent retained by any such seller Selling Holder or any such underwriter, underwriter all pertinent financial and other records, pertinent corporate documents and properties documents relating to the business of PRGXthe Company reasonably requested by such Selling Holder, cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerSelling Holder, Holders’ Counsel, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their Registration Statement and make senior management of the Company available for customary due diligence responsibilityand drafting activity; and
provided that any such Person gaining access to information or personnel pursuant to this Section 2.6(k) shall (i) Promptly prior reasonably cooperate with the Company to limit any resulting disruption to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, Company’s business and (ii) agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is requested or required by deposition, interrogatory, requests for information or documents by a letter dated governmental entity, subpoena or similar process, (B) the release of such date, from the independent certified public accountant of PRGXinformation, in form and substance as the opinion of such Person, is customarily given required to be released by independent certified public accountants law or applicable legal process, (C) such information is or becomes publicly known without a breach of this Agreement, (D) such information is or becomes available to underwriters in an underwritten public officeringsuch Person on a non-confidential basis from a source other than the Company or (E) such information is independently developed by such Person. In the case of a proposed disclosure pursuant to (A) or (B) above, addressed such Person shall be required to give the underwritersCompany written notice of the proposed disclosure prior to such disclosure and, if anyrequested by the Company, and assist the Company in seeking to prevent or limit the Holders requesting registration of Registrable Securitiesproposed disclosure;
(l) Use otherwise use its reasonable best efforts to cooperate 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 beginning with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition first day of the Registrable Company’s first full calendar quarter after the effective date of the applicable Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the U.S. Securities covered by such registration statementAct (including, including without limitation at the Company’s option, Rule 158 thereunder);
(m) in the case of an underwritten offeringUnderwritten Offering, causing key executives promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters or any Selling Holder reasonably requests to be included therein, the purchase price being paid therefor by the underwriters and any other terms of the Company and its subsidiaries to participate under the direction Underwritten Offering of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be soldsold in such offering, and cause promptly make all required filings of such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; andprospectus supplement or post-effective amendment;
(n) In in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purposeRegistration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification ceasing trading of any common stock securities included in such registration statement Registration Statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its every reasonable best efforts effort to promptly obtain the withdrawal of such order;
(o) make senior management of the Company available to assist to the extent reasonably requested by the managing underwriters of any Underwritten Offering to be made pursuant to such registration in the marketing of the Registrable Securities to be sold in the Underwritten Offering, including the participation of such members of the Company’s senior management in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in the Underwritten Offering, and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary registered offering of its Common Stock;
(p) use reasonable best efforts to: (a) obtain all consents of independent public accountants required to be included in the Registration Statement and (b) in connection with each offering and sale of Registrable Securities, obtain one or more comfort letters, addressed to the underwriters and to the Selling Holders, dated the date of the underwriting agreement for such offering and the date of each closing under the underwriting agreement for such offering, signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters or Genworth, if any member of the Genworth Affiliated Group is a Selling Holder in such offering, or otherwise by the Holders of a majority of the Registrable Securities being sold in such offering, as applicable, reasonably request;
(q) use reasonable best efforts to obtain: (a) all legal opinions from Company Outside Counsel (or internal counsel) required to be included in the Registration Statement and (b) in connection with each closing of a sale of Registrable Securities, legal opinions from Company Outside Counsel (or internal counsel if acceptable to the managing underwriters), addressed to the underwriters, dated as of the date of such closing, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
(r) upon the occurrence of any event contemplated by Section 2.6(f) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(s) reasonably cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make such prohibition inapplicable; and
(ou) If the offering is use its reasonable best efforts to take or cause to be underwrittentaken all other actions, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto do and cause to be listed on each securities exchange done all other things necessary or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent reasonably advisable in the opinion of Holders’ Counsel to effect the registration, marketing and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all sale of such Registrable Securities, in each case . The Company agrees not later than the effective date of such registration.to file or make any am
Appears in 2 contracts
Sources: Registration Rights Agreement (Genworth Mortgage Holdings, Inc.), Registration Rights Agreement (Genworth Mortgage Holdings, Inc.)
Registration Procedures. Whenever the any Holder or Holders of Registrable Securities have requested request that any Registrable Securities be registered pursuant to this AgreementSection 5, PRGX the Company will use its reasonable best efforts to effect the registration and of the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof as quickly as practicable, and pursuant thereto PRGX will as expeditiously as practicablein connection with any such request:
(a) Prepare The Company will, as expeditiously as possible, but in any event within 90 days after the request, prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt be registered thereunder in accordance with the intended method of the requestdistribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective as soon as practicable after filingfor a period of not less than 180 days or until all of such Registrable Securities have been disposed of (if earlier) (such period, the "Registration Period"); provided, however, that, if the Holders specify that PRGX such registration shall have no obligation be a Shelf Registration, the Company shall use its reasonable best efforts to include securities effect such Shelf Registration; provided further, that, in the case of a Piggy-Back Registration, if the Company shall furnish to the Holders a certificate signed by its chief executive officer stating that in such officer's good faith judgment it would be significantly disadvantageous to the Company or its shareholders for such a registration statement pursuant to Article II if that be filed as expeditiously as possible, the Company shall have a period of not more than 60 days within which to file such registration statement is withdrawn for any reason; andmeasured from the date of receipt of the request in accordance with Section 5.02 hereof.
(b) Notify The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to the Holders requesting registration of Registrable Securities and to each Holder underwriter, if any, of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration copies of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementas proposed to be filed, and furnish, without charge, thereafter furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller Holders requesting registration of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller the Holders requesting registration of Registrable Securities or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andHolders.
(c) After the filing of the registration statement, the Company will promptly notify the Holders of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) Use The Company will use its reasonable best efforts to (i) register or qualify such the Registrable Securities under such other securities or blue blue-sky laws of such jurisdictions within in the United States as the sellers Holders requesting registration of Registrable Securities reasonably (in light of such Holders' intended plan of distribution) request and (ii) cause such Registrable Securities to be registered with or any managing underwriter shall request, to keep approved by such registration other governmental agencies or qualification in effect for so long authorities as may be necessary by virtue of the registration statement is in effect business and operations of the Company and do any and all other acts and things which that may be reasonably necessary or advisable to enable such sellers the Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided the Holders; provided, however, that PRGX the Company will not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (d); and, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) Use its best efforts to obtain all other approvalsThe Company will immediately notify the Holders, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening occurrence of any an event as a result of which requiring the prospectus included in such registration statement contains an untrue statement preparation of a material fact supplement 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment promptly make available to the registration statement, use reasonable best efforts Holders any such supplement or amendment.
(f) The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to cause it to become effective as soon as possible; andexpedite or facilitate the disposition of such Registrable Securities.
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, The Company will make reasonably available for inspection by the Initial Holder requesting registration of Registrable Securities, any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent professional retained by any such seller Initial Holder or any such underwriterunderwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspectors in connection with such registration statement statement. Records which the Company determines, in order good faith, to permit them to exercise their due diligence responsibility; and
be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) Promptly prior the disclosure of such Records is necessary to the filing of any document which is to be incorporated by reference into the avoid or correct a misstatement or omission in such registration statement or (ii) the prospectus (after the initial filing release of such registration statementRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. In the event that an Inspector or any of its representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, or similar process) and which contains to disclose any of the confidential information regarding contained in the selling HoldersRecords, it is agreed that such Inspector or its representative, as the case may be, will provide copies the Company with prompt notice of such document request(s) so that the Company may seek an appropriate protective order or other appropriate remedy and/or waive such Inspector's or its representative's compliance with this provision. In the event that such protective order or other remedy is not obtained, or that the Company grants a waiver hereunder, such inspector or its representative may furnish that portion of the Records which it is legally compelled to counsel disclose. Each Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the selling Holders securities of Registrable Securities the Company or its Affiliates unless and until such information is made generally available to the public.
(h) The Company will furnish to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, a signed counterpart, addressed to such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter dated such date, or comfort letters from the Company's independent certified public accountant of PRGXaccountants, each in customary form and substance covering such matters of the type customarily covered by opinions or comfort letters, as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringthe case may be, addressed to as the underwriters, if any, and to the Holders requesting registration of Registrable Securities;managing underwriter therefor reasonably requests.
(li) Use The Company will otherwise use its reasonable best efforts to cooperate comply with all applicable rules and regulations of the Commission, and make available to the Holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company will (at its own expense) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. The Company may require the Holders requesting registration of Registrable Securities pursuant to this Agreement promptly furnish in writing to the disposition Company such information regarding the distribution of the Registrable Securities covered by as the Company may from time to time reasonably request and such registration statementother information as may be legally required in connection with such registration. The Holders agree that, including without limitation in upon receipt of any notice from the case of an underwritten offering, causing key executives Company of the Company and its subsidiaries to participate under the direction happening of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included kind described in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(cSection 5.04(e) hereof, the Holders will use its reasonable best efforts to promptly obtain the withdrawal forthwith discontinue disposition of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all this Section 5 pursuant to the registration statement covering such Registrable Securities registered pursuant hereto and a CUSIP number for until the Holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, the Holders will deliver to the Company all copies, other than permanent file copies then in such Holders' possession, of the most recent prospectus covering such Registrable SecuritiesSecurities at the time of receipt of such notice. In the event the Company shall give such notice, in each case not later than the Company shall extend the period during which such registration statement shall be maintained effective (including the Registration Period) by the number of days during the period from and including the date of such registrationthe giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to the Holder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
Appears in 2 contracts
Sources: Warrant Agreement (Angeion Corp/Mn), Warrant Agreement (Angeion Corp/Mn)
Registration Procedures. Whenever the Holders of Registrable Securities have any Holder has requested that any Registrable Securities Shares be registered pursuant to this Agreement, PRGX the Company will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereofthereof as promptly as is practicable, and pursuant thereto PRGX the Company will as expeditiously as practicable:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC", pursuant to Section 4.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Shares and use its commercially reasonable best efforts to cause such registration statement to become effective effective, provided that as soon far in advance as the Company deems practicable after filing; providedbefore filing such registration statement or any amendment thereto, howeverthe Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), that PRGX and any such Holder shall have no obligation the opportunity to include securities in a object to any information relating to such Holder contained therein and the Company will make corrections reasonably requested by such Holder that are reasonably acceptable to the Company with respect to such information prior to filing any such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andor amendment;
(bii) Notify each Holder except in the case of the effectiveness of each registration statement filed hereunder and Shelf Registration, prepare and file with the SEC such amendments amendments, post-effective 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 that for a period of one hundred eighty (180) days (or such lesser period, if any, ending on the date when the date on which all the Registrable Securities covered by such registration statement Shares subject thereto have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, manner set forth and as contemplated in such registration statement) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(iii) in the case of the Shelf Registration, 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 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement and (y) the date on which all the Registrable Shares subject thereto have been sold in the manner set forth and as contemplated in such registration statement; provided, however, that notwithstanding the foregoing, the Company may terminate the Shelf Registration at any time after 120 days from the date that the number of Registrable Shares in the Shelf Registration cease to have a market value of at least $10 million, based on the average of the last reported trading prices of the Company’s Common Stock on the Nasdaq National Market (or other securities exchange or over-the-counter market on which the Company’s Common Stock is then traded) over the ten (10) trading days prior to the applicable date of determination; and, provided, further, that the Demanding Stockholders shall notify the Company in writing at least ten (10) days prior to any sale pursuant to such Shelf Registration;
(iv) if requested by the managing underwriter or any seller promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and furnish, without charge, promptly make all required filings of such prospectus supplement or post-effective amendment;
(v) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX Shares and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller underwriters of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, the securities being registered such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller; andseller or the sale of such securities by such underwriters (it being understood that, subject to Section 4.6 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part);
(dvi) Use use its best commercially reasonable efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request, ); use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in effect for so long as the which such registration statement is in effect required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities each seller to consummate the disposition of the Registrable Shares owned by such Registrable Securities; andseller in such jurisdictions;
(fvii) Notify promptly notify (either orally or in writing) each seller of and each underwriter and (if requested by any such Registrable Securities promptly at any time Person) confirm such notice in writing (A) when a prospectus relating thereto is required or any prospectus supplement or post-effective amendment has been filed and, with respect to be delivered a registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the Securities Act initiation of any proceedings for that purpose, and (C) of the happening of any event as a result which requires the making of which the prospectus included any changes in such registration statement contains 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 existingstatement, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement documents so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that they will not contain an any 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 not misleading misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading;
(viii) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the case preparation of an amendment such registration or comparable statement and to require the insertion therein of material, furnished to the registration statementCompany in writing, relating to such selling Holder and which in the reasonable judgment of such Holder and its counsel should be included;
(ix) make reasonably available members of management of the Company, as reasonably requested by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of members of the Company’s management in road show presentations; provided, however, that no member of the Company’s management shall be required to so assist or participate to the extent that such assistance or participate materially interferes with such member’s exercise of his or her duties and day-to-day obligations as an officer or employee of the Company;
(x) otherwise use its reasonable best efforts to cause it comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to become effective the Company’s securityholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as possible; andpracticable covering at least a twelve (12) month period after the effective date of a registration statement, which earnings statement shall cover at least a twelve (12) month period, and which requirement will be deemed to be satisfied if the Company complies with Rule 158 under the Securities Act;
(gxi) Promptly notify each Holder selling Registrable Securities covered by cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) a supply of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andcertificates;
(hxii) Upon receipt of such confidentiality agreements as PRGX may reasonably request, promptly make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementseller, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such any registration statement statement, and by any attorney, accountant or other agent or representative retained by any such seller or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing release of such registration statementRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (xii) and which contains information regarding if the selling HoldersCompany believes, provide copies of such document to after consultation with counsel for the selling Holders Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information; and provided further, however, that each Holder of Registrable Securities Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential and, in connection therewith, each managing underwriter, such Holder of Registrable Shares agrees to cooperate with the Company and make such changes in such document concerning the selling Holders prior accede to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; andCompany’s reasonable requests;
(jxiii) Furnish to each Holder participating cause the Registrable Shares included in the offering and the managing underwriter, without charge, at least one signed copy of the any registration statement and any post-effective amendments thereto to be (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(kA) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, listed on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such each securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwritersexchange, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX the Company are then listed; and, or (B) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if similar securities issued by the Company are quoted thereon;
(qxiv) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto hereunder;
(xv) cooperate with each seller and a CUSIP number for all each underwriter participating in the disposition of such Registrable SecuritiesShares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, in Inc.;
(xvi) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(xvii) notify each case not later than seller of Registrable Shares promptly of any request by the effective date SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(xviii) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(xix) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 2 contracts
Sources: Stockholders Agreement (Cowen Group, Inc.), Stockholders Agreement (Cowen Group, Inc.)
Registration Procedures. (a) Best Commercial Efforts. Whenever the Holders holders of Registrable Securities have requested that ----------------------- request the registration of any Registrable Securities be registered pursuant to this Agreement, PRGX will the Company shall use its reasonable best commercial efforts to effect the registration register and to permit the sale of such the Registrable Securities in accordance with the intended method of disposition thereofdisposition. To carry out this obligation, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(ai) Prepare prepare and file with the Securities and Exchange Commission SEC, but in any event no later than 90 days ("SEC"or such shorter period as required by Section 3(c)(ii) of this Agreement) after receipt of a request to file a registration statement with respect (subject to such Registrable Securities Section 3(f)), a registration statement on Form S-1 or Form S-3 (as appropriate) or a successor the appropriate form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, ------------ and use its reasonable best commercial efforts to cause such the registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in effective. At least three days before filing a registration statement pursuant or prospectus or at least one business day before filing any amendments or supplements thereto including Registrable Securities, the Company will furnish to Article II if the counsel of the holders of a Majority of the Registrable Securities being registered copies of all documents proposed to be filed for that registration statement is withdrawn for any reason; andcounsel's review and approval, which approval shall not be unreasonably withheld or delayed;
(bii) Notify notify immediately each Holder seller of Registrable Securities of any stop order threatened or issued by the effectiveness SEC and take all actions reasonably required to prevent the entry of each registration statement filed hereunder and a stop order or if entered to have it rescinded or otherwise removed;
(iii) prepare and file with the SEC such amendments and supplements to such the registration statement and the corresponding prospectus used in connection therewith as may be necessary to keep such the registration statement effective until that date when all Registrable Securities covered for 90 days (or such longer period as required by such registration statement have been sold (but not before the expiration Section 3(c)(ii) of the applicable prospectus delivery periodthis Agreement) or such shorter period as PRGX may notify be required to sell all Registrable Securities covered by the Holders in the case of a Registration under Article II, registration statement; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such the registration statement during such each period in accordance with the sellers' intended methods of disposition by the sellers thereof as set forth in such the registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(civ) Furnish, without charge, furnish to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such a sufficient number of copies of such the registration statement statement, each amendment and supplement thereto (in each case including all exhibits), each amendment and supplement thereto, the corresponding prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), and such other documents as such a seller may reasonably request in order to facilitate the disposition of the seller's Registrable Securities owned by such seller; andSecurities;
(dv) Use use its best commercial efforts to register or qualify such the Registrable Securities under such other securities or blue sky laws of such jurisdictions within in the United States of America as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect seller requests and will do any and all other acts and things which that may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities seller to consummate the disposition of such the seller's Registrable Securities; and;
(fvi) Notify use its best commercial efforts to cause the Registrable Securities covered by the registration statement to be registered with or approved by those governmental agencies or authorities necessary to enable each seller to consummate the disposition of its Registrable Securities;
(vii) notify each seller of such Registrable Securities promptly Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening Act, of any event as a result of which the prospectus included in such registration statement or any document incorporated therein by reference contains 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 existingmisleading, and subject to Article I(c) hereof, will prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement prospectus or any such document incorporated therein by reference so that, as that thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andmisleading;
(gviii) Promptly notify each Holder selling cause all registered Registrable Securities covered by such registration statement and to be listed on each managing underwritersecurities exchange, if any: , on which similar securities issued by the Company are then listed;
(iix) when provide an institutional transfer agent and registrar and a CUSIP number for all Registrable Securities on or before the effective date of the registration statement, any pre-effective amendment, ;
(x) enter into such customary agreements (including an underwriting agreement in customary form) and take all other actions in connection with those agreements as the prospectus or any prospectus supplement related thereto or post-effective amendment to holders of the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement Registrable Securities b eing registered or the prospectus related thereto underwriters, if any, reasonably request to expedite or for additional information; and (iii) facilitate the disposition of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andSecurities;
(hxi) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementSecurities, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such the registration statement statement, and by any attorney, accountant accountant, or other agent retained by of any such seller of at least 5% of the securities being sold pursuant to the Registration Statement or any such underwriter, all pertinent financial and other records, pertinent corporate documents documents, and properties of PRGXthe 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 the registration statement; provided that an appropriate confidentiality agreement is executed by any seller, underwriter, attorney, accountant or agent other agent;
(xii) in connection with such registration statement any underwritten offering, obtain a "cold comfort" letter from the Company's independent public accountants in order customary form and covering those matters customarily covered by "cold comfort" letters as the holders of the Registrable Securities being registered or the managing underwriters reasonably request (and the letter shall be addressed to permit them to exercise their due diligence responsibility; andholders of the Registrable Securities);
(ixiii) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration holder of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of registered an opinion or opinions, dated such date, of the counsel representing PRGX the Company for the purposes of such the registration, in the form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringoffering and satisfactory to the counsel representing the holders of Registrable Securities being registered, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securitiesbeing registered; and
(nxiv) In the event use its best commercial efforts to comply with all applicable rules and regulations of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such orderSEC, and subject make available to Article I(cits security holders, as soon as practicable, an earnings statement complying with the provisions of Section 11(a) hereofof the Securities Act and covering the ------------- period of at least twelve months, will use its reasonable best efforts to promptly obtain but not more than eighteen months, beginning with the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than first month after the effective date of such registrationthe Registration Statement .
Appears in 2 contracts
Sources: Registration Rights Agreement (Open Port Technology Inc), Registration Rights Agreement (Open Port Technology Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have any Holder has requested that any Registrable Securities Shares be registered pursuant to this Agreement, PRGX the Company will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereofthereof as promptly as is practicable, and pursuant thereto PRGX the Company will as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC", pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Shares and use its commercially reasonable best efforts to cause such registration statement to become effective effective, provided that as soon far in advance as practicable after filing; providedbefore filing such registration statement or any amendment thereto, howeverthe Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), that PRGX and any such Holder shall have no obligation the opportunity to include securities in a object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andor amendment;
(b) Notify each Holder except in the case of the effectiveness of each registration statement filed hereunder and a Shelf Registration, prepare and file with the SEC such amendments amendments, post-effective 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 that date when all Registrable Securities covered by such registration statement have been sold for a period of not less than one hundred eighty (but not before the expiration of the applicable prospectus delivery period180) days (or such shorter lesser period as PRGX may notify is necessary for the Holders underwriters in the case of a Registration under Article II, an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and furnish, without charge, 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 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to such registration statement;
(d) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX Shares and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller underwriters of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, the securities being registered such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller; andseller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part);
(de) Use use its commercially reasonable best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request, ); use its commercially reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in effect for so long as the which such registration statement is in effect required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions of (provided, however, that the Registrable Securities owned by such sellers (provided that PRGX Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubparagraph or (ii) consent to general service of process in any such jurisdiction); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and;
(f) Notify promptly notify each seller of and each underwriter and (if requested by any such Registrable Securities promptly at any time Person) confirm such notice in writing (i) when a prospectus relating thereto is required or any prospectus supplement or post-effective amendment has been filed and, with respect to be delivered a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the Securities Act initiation of any proceedings for that purpose, and (iii) of the happening of any event as which makes any statement made in a result registration statement or related prospectus untrue or which requires the making of which the prospectus included any changes in such registration statement contains 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 existingstatement, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement documents so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that they will not contain an any 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 not misleading misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading;
(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the case preparation of an amendment such registration or comparable statement and to require the insertion therein of material, furnished to the registration statementCompany in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of such members of the Company’s management in road show presentations;
(i) otherwise use its commercially reasonable best efforts to cause it to become effective as soon as possible; andcomply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and timely file complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and file with the SEC and make available an earnings statement which complies with Rule 158 under the Securities Act at the earliest reasonable date;
(gj) Promptly notify each Holder selling Registrable Securities covered if requested by such registration statement and each the managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus underwriter or any seller, promptly incorporate in a prospectus supplement related thereto or post-effective amendment such information as the managing underwriter or any seller reasonably requests to the registration statement has been filed andbe included therein, including, without limitation, with respect to the registration statement Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or any post-effective amendment, when ;
(k) as promptly as practicable after filing with the same has become effective; (ii) SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request by the SEC or any state securities authority for amendments or supplements and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement or the prospectus related thereto or for additional information; and (iii) a supply of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andcertificates;
(hm) Upon receipt of such confidentiality agreements as PRGX may reasonably request, promptly make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementseller, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such any registration statement statement, and by any attorney, accountant or other agent or representative retained by any such seller or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, and supply all information the “Records”), as shall be reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order necessary to permit enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; and
(i) Promptly prior provided, however, that, unless the disclosure of such Records is necessary to the filing of any document which is to be incorporated by reference into avoid or correct a misstatement or omission in the registration statement or the prospectus (after the initial filing release of such registration statementRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph if (i) and which contains information regarding the selling HoldersCompany believes, provide copies of such document to after consultation with counsel for the selling Holders Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of Registrable Securities such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and to each managing underwriterso notifies the Inspectors in writing, and make such changes in such document concerning the selling Holders unless prior to the filing thereof as counsel for furnishing any such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement information with respect to clause (ii) such securities becomes effective: Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(n) furnish to each seller and underwriter a signed counterpart of (i) a copy of an opinion or opinions, dated such date, opinions of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anyCompany, and (ii) a comfort letter dated such date, or comfort letters from the Company’s independent certified public accountant of PRGXaccountants, each in customary form and substance covering such matters of the type customarily covered by opinions or comfort letters, as is customarily given by independent certified public accountants the case may be, as the sellers or managing underwriter reasonably requests;
(o) cause the Registrable Shares included in any registration statement to underwriters in an underwritten public officering, addressed to the underwritersbe (i) listed on each securities exchange, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX the Company are then listed; and, or (ii) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the NASDAQ National Market if similar securities issued by the Company are quoted thereon;
(qp) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto hereunder;
(q) cooperate with each seller and a CUSIP number for all each underwriter participating in the disposition of such Registrable SecuritiesShares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, in Inc. (“NASD”);
(r) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each case not later than seller of Registrable Shares promptly of any request by the effective date SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(t) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 2 contracts
Sources: Registration Rights Agreement (Grubb & Ellis Co), Registration Rights Agreement (Grubb & Ellis Co)
Registration Procedures. Whenever the Holders of Company is obligated to register Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicableto:
(a) Prepare and file with cause the Securities and Exchange Commission ("SEC") a registration statement filed with respect to such Registrable Securities on Form S-1 or Form S-3 to remain effective until the earlier of (as appropriatei) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt the one-year anniversary of the request, issuance of the Registrable Securities and use its reasonable best efforts to cause (ii) the completion of the distribution described in such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andstatement;
(b) Notify furnish the Shareholders, their underwriters, if any, and their respective counsel, at such times so as to permit their reasonable review, the opportunity to review the registration statement, each Holder prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and to consider in good faith incorporating any comments reasonably requested by the Shareholders, their underwriters, if any, and their respective counsel, provided that the Shareholders’, the underwriters’, if any, and their respective counsels’ review of such documents shall not delay the filing of the effectiveness of each registration statement filed hereunder so long as such parties have been provided a reasonable time to review the same;
(c) make available for reasonable inspection by, or give reasonable access to, any underwriter and its counsel participating in any disposition of Registrable Securities all pertinent financial and other records, pertinent corporate documents and properties of the Company, and to cause its senior management to participate in such management presentations and one roadshow as such underwriters may reasonably request (provided that such managers are given reasonable advanced notice of such presentations and roadshows and that such managers shall only be obligated to participate in one roadshow of reasonably customary duration) and to cause the Company’s directors, officers and employees to supply all information reasonably requested by any such underwriter in connection with the offering thereunder;
(d) furnish, without charge, to the Shareholders and to the underwriters of the securities being registered such number of copies of the registration statement, preliminary prospectus, final prospectus and other documents incident thereto as such underwriters and the Shareholders from time to time may reasonably request;
(e) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act and applicable state securities laws with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(cf) Furnish, without charge, to each seller of register or qualify the Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of covered by such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities laws or state blue sky laws of such U.S. jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate requested by the disposition in such jurisdictions Shareholders for the distribution of the Registrable Securities owned covered by such sellers (the registration statement; provided that PRGX will the Company shall not be required to qualify generally to do business or to file any a general consent to service of process in any jurisdiction where such states or jurisdictions or to subject itself to taxation in any such states or jurisdictions wherein it would not otherwise but for the requirements of this paragraph (f) be required to qualify or file but for this subparagraph); anddo so;
(eg) Use its best efforts enter into customary agreements in form and substance reasonably satisfactory to obtain all other approvalsthe Company (including a customary underwriting agreement in form and substance reasonably satisfactory to the Company, covenantsif the offering is to be underwritten, exemptions in whole or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andin part);
(fh) Notify each seller of such Registrable Securities promptly notify the Shareholders at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of any Shareholder, promptly prepare and furnish to such Shareholder 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 purchasers of such securities, such prospectus shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided that, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness upon receipt of such eventnotice from the Company, and promptly notify each Holder the Shareholders will forthwith discontinue disposition of their Registrable Securities of the filing of, a supplement to such prospectus or an amendment pursuant to the registration statement so that, as thereafter delivered covering such Registrable Securities until the Shareholders receive the copies of the supplemented or amended prospectus covering such Registrable Securities (and the Shareholders shall return to the purchasers Company all copies of the unsupplemented or unamended prospectus covering such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and);
(gi) Promptly notify each Holder selling list all Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when on the registration statement, any pre-effective amendment, the prospectus Nasdaq or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) on such other securities exchange on which shares of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; andCommon Stock are then currently listed;
(j) Furnish to each Holder participating in prevent the offering and issuance of any order suspending the managing underwriter, without charge, at least one signed copy effectiveness of the a registration statement and any post-effective amendments thereto or suspending the qualification (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(kexemption from qualification) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statementincluded therein for sale in any U.S. jurisdiction, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offeringand, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock Registrable Securities included in such registration statement for sale in any U.S. jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, the Company will use its reasonable best efforts to promptly obtain the withdrawal of such order;
(k) obtain “cold comfort” letters and updates thereof reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company, addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings;
(l) obtain opinions of independent counsel to the Company reasonably satisfactory to the managing underwriters, addressed to each of the underwriters covering the matters customarily covered in opinions of issuer’s counsel requested in underwritten offerings; and
(om) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Registration Procedures. Whenever (a) If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 3.1, 3.2 and 3.3, the intended method of disposition thereof, and pursuant thereto PRGX will Company shall as expeditiously as practicablereasonably possible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to effect such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to registration and thereafter use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filingpursuant to the terms of this Agreement; provided, however, that PRGX shall have no obligation the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if relating thereto; provided, further that before filing such registration statement is withdrawn for or any reason; andamendments thereto, the Company will furnish upon request to the counsel selected by the Shareholders which are including Registrable Securities in such registration (“Selling Shareholders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments (including post effective amendments), supplements (including prospectus supplements on a quarterly basis to update financial statements) and supplements “stickers” to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until the earlier of such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement or (i) in the case of a Demand Registration pursuant to Section 3.1, and furnishthe expiration of 90 days after such registration statement becomes effective or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, without chargethe expiration of 90 days after such registration statement becomes effective or (iii) in the case of a shelf registration pursuant to Section 3.3, the Shelf Registration Effectiveness Period;
(iii) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Selling Shareholder and each underwriter, if any, of the securities being sold by such Selling Shareholder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits or documents incorporated by reference therein), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents as such seller Selling Shareholder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSelling Shareholder;
(div) Use its use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions within as any Selling Shareholder and any underwriter of the United States as the sellers or any managing underwriter securities being sold by such Selling Shareholder shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers Selling Shareholder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Selling Shareholder, except that PRGX will the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use its use reasonable best efforts to obtain all cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the NASDAQ Stock Market or any other approvals, covenants, exemptions nationally recognized securities exchange;
(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or authorizations from approved by such other governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities Selling Shareholder(s) thereof to consummate the disposition of such Registrable Securities; ;
(vii) in connection with an Underwritten Offering, obtain for each Selling Shareholder and underwriter:
(A) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Shareholder and underwriters, and
(fB) Notify each seller a “comfort” letter (or, in the case of any such Registrable Securities promptly at any time when Person which does not satisfy the conditions for receipt of a prospectus relating thereto is required to be delivered under the Securities Act “comfort” letter specified in AU Section 634 of the happening of any event as a result of which AICPA Professional Standards, an “agreed upon procedures” letter) signed by the prospectus independent public accountants who have certified the Company’s financial statements included in such registration statement contains an untrue statement (and, if necessary, any other independent public accountants of a material fact any Subsidiary of or omits to state any material fact business acquired by the Company for which financial statements and financial data are, or are required to be, included in the registration statement);
(viii) promptly make available for inspection by any Selling Shareholder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be stated therein or reasonably necessary to make the statements therein not misleading in light of the circumstances then existingenable them to exercise their due diligence responsibility, and subject cause the Company’s officers, directors and employees to Article I(c) hereofsupply all information requested by any such Inspector in connection with such registration statement; provided, prepare and file as soon as practicable with however, that, unless the SEC, but in no event later than thirty (30) days after awareness disclosure of such event, and promptly notify each Holder of Registrable Securities of the filing of, Records is necessary to avoid or correct a supplement to such prospectus misstatement or an amendment to omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so thatwould cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such Selling Shareholder requesting such information agrees, as thereafter delivered and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the purchasers Company; and provided, further, that each Selling Shareholder agrees that it will, upon learning that disclosure of such Registrable SecuritiesRecords is sought in a court of competent jurisdiction, such prospectus will not contain an untrue statement of a material fact or omit give notice to state any material fact required the Company and allow the Company, at its expense, to be stated therein or necessary undertake appropriate action and to make the statements therein not misleading in light prevent disclosure of the circumstances under which they were made Records deemed confidential;
(ix) promptly notify in writing each Selling Shareholder and in the case underwriters, if any, of an amendment to the following events:
(A) the filing of the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed or any Issuer Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendmentamendment thereto, when the same has become effective; ;
(iiB) of any request by the SEC or any state securities authority other Governmental Entity for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and ;
(iiiC) the issuance by the SEC or any other Governmental Entity of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose;
(D) the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(hE) Upon receipt when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement;
(x) notify each Selling Shareholder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of such confidentiality agreements any event as PRGX may reasonably requesta result of which, make reasonably available for inspection by any seller of such Registrable Securities covered by the prospectus included in such registration statement, by as then in effect, includes an untrue statement of a material fact or omits to state any underwriter, if any, participating in any disposition material fact required to be effected pursuant stated therein or necessary to such registration statement and by any attorneymake the statements therein not misleading, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration Selling Shareholder, promptly prepare and furnish to such seller a reasonable number of Registrable Securities pursuant copies of a supplement to this Agreementor an amendment of such prospectus as may be necessary so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes purchasers of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable 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;
(lxi) Use its use reasonable best efforts to cooperate obtain the withdrawal of any order suspending the effectiveness of such registration statement;
(xii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to Selling Shareholders, as soon as reasonably practicable, an earnings statement of the Company covering the period of at least 12 months, but not more than 18 months, beginning with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition first day of the Registrable Securities covered by Company’s first full quarter after the effective date of such registration statement, including without limitation in which earnings statement shall satisfy the case provisions of an underwritten offering, causing key executives Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) use its reasonable best efforts to assist Selling Shareholders who made a request to the Company to provide for a third party “market maker” for the Common Shares; provided, however, that the Company shall not be required to serve as such “market maker”;
(xiv) cooperate with the Selling Shareholders and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates (which shall not bearing bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing the Registrable Securities securities sold under any registration statement, and enable such securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement managing underwriter or such Selling Shareholders may request and keep available and make available to the Company’s transfer agent prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller a supply of such ordercertificates as necessary or appropriate;
(xv) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and subject other information meetings organized by the underwriters, take other actions to Article I(cobtain ratings for any Registrable Securities (if they are eligible to be rated) hereof, will and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Shareholders and the underwriters in the offering, marketing or selling of the Registrable Securities;
(xvi) have appropriate officers of the Company, and cause representatives of the Company’s independent public accountants, to participate in any due diligence discussions reasonably requested by any Selling Shareholder or any underwriter;
(xvii) if requested by any underwriter, agree, and cause the Company and any directors or officers of the Company to agree, to be bound by customary “lock-up” agreements restricting the ability to dispose of the Company’s securities;
(xviii) if requested by any Selling Shareholders or any underwriter, promptly obtain incorporate in the withdrawal registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Shareholders may reasonably request to have included therein, including information relating to the “Plan of such orderDistribution” of the Registrable Securities;
(xix) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of FINRA;
(xx) otherwise use reasonable best efforts to cooperate as reasonably requested by the Selling Shareholders and the underwriters in the offering, marketing or selling of the Registrable Securities;
(xxi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and all reporting requirements under the rules and regulations of the Exchange Act; and
(oxxii) If use reasonable best efforts to take any action requested by the offering is Selling Shareholders, including any action described in clauses (i) through (xxi) above to be underwrittenprepare for and facilitate any “over-night deal” or other proposed sale of Registrable Securities over a limited timeframe. The Company may require each Selling Shareholder and each underwriter, enter into any necessary agreements if any, to furnish the Company in connection therewith (including an underwriting agreement containing customary representations, warranties writing such information regarding each Selling Shareholder or underwriter and agreements); and
(p) Cause all the distribution of such Registrable Securities registered pursuant hereto as the Company may from time to be listed on each securities exchange time reasonably request to complete or other quotation service on which similar securities issued amend the information required by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationregistration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fortress Transportation & Infrastructure Investors LLC), Registration Rights Agreement (Fortress Transportation & Infrastructure Investors LLC)
Registration Procedures. Whenever Subject to section 2.1(a), if and ----------------------- whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts Company is required to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with sections 2.1 and 2.2, the intended method of disposition thereofCompany shall, and pursuant thereto PRGX will as expeditiously as practicablereasonably possible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a the requisite registration statement with respect to effect such Registrable registration (including such audited financial statements as may be required by the Securities on Form S-1 Act or Form S-3 (as appropriatethe rules and regulations promulgated thereunder) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to thereafter cause such registration statement to become and remain effective as soon as practicable after filing; for a period of at least 120 days, provided, howeverhowever that -------- ------- the Company may discontinue any registration of its securities which are not Registrable Securities (and, that PRGX shall have no obligation under the circumstances specified in section 2.2(a), its securities which are Registrable Securities) at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration for a period of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, at least 120 days and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until the earlier of such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement or such other time as is required by the Securities Act;
(iii) permit any holder of Registrable Securities which holder, and furnishin its reasonable judgment, without chargemight be deemed to be an underwriter or a controlling person of the Company, to each seller participate in the preparation of Registrable Securitiessuch registration or comparable statement and to require the insertion therein of material, furnished to the Company in accordance with Section 9.1 hereofwriting, copies which in the reasonable judgment of all correspondence between PRGX such holder and the SEC relating to such registration; andits counsel should be included;
(civ) Furnish, without charge, furnish to each seller of Registrable Securities covered by such registration statement and each Requesting Holder and each underwriter, if any, of the securities being sold by such seller such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed pursuant to Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(dv) Use use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other state securities laws or blue sky laws of such jurisdictions within as any seller thereof and any underwriter of the United States as the sellers or securities being sold by such seller and any managing underwriter Requesting Holder shall reasonably request, to keep such registration registrations or qualification qualifications in effect for so long as the such registration statement is remains in effect effect, and do take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers seller and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such sellers (provided seller, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (v) be obligated to be so qualified or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(evi) Use its best efforts furnish to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Requesting Holder participating in the offering and the managing underwriter, without charge, at least one a signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offeringcounterpart, addressed to such seller, such Requesting Holder and the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.of:
Appears in 2 contracts
Sources: Registration Rights Agreement (McKesson Corp), Registration Rights Agreement (Amerisource Distribution Corp)
Registration Procedures. (a) Whenever the Holders of Registrable Securities have Stockholder has requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the Stockholder’s intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicablethe Company shall:
(ai) Prepare (A) prepare and file with the Securities and Exchange Commission a Registration Statement ("SEC"of the form stipulated by this Agreement, if applicable) a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as reasonably practicable, but no later than sixty in any event within twenty (6020) days from receipt of the requestBusiness Days, if a Short-Form Registration, and thirty (30) Business Days, if a Long-Form Registration, following the date of a demand for registration pursuant to Section 1(a) or Section 1(b) of this Agreement, as applicable, and (B) use its reasonable best efforts to cause such registration statement Registration Statement (1) to become effective as soon as practicable after filing; providedpracticable, howeverand in any event within fifteen (15) days, if the Securities and Exchange Commission indicates it will not review the Registration Statement, and ninety (90) days, if the Securities and Exchange Commission indicates it will review the Registration Statement, in each case, following the date of filing such Registration Statement (provided that PRGX before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall furnish to one counsel selected by the Stockholder copies of all such documents proposed to be filed, which documents shall be subject to the reasonable review and comment of such counsel) and (2) to remain effective and in compliance with the provisions of the Securities Act until all Registrable Securities (and any other securities, if applicable) covered by such Registration Statement have no obligation been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn;
(ii) respond to include securities written comments received from the Securities and Exchange Commission upon a review of any Registration Statement in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andtimely manner;
(biii) Notify each Holder promptly notify the Stockholder of the effectiveness of each registration statement Registration Statement filed hereunder hereunder; by 11:00 a.m. (New York time) on the second Business Day following such effectiveness, file with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement; and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith therewith, and otherwise take such actions, as may be necessary to keep such registration statement Registration Statement effective until that the earlier of (A) the date when as of which the Stockholder may sell all of the Registrable Securities covered by such registration statement Registration Statement pursuant to Rule 144 under the Securities Act without limitation, restriction or condition thereunder, and (B) the date on which all of such Registrable Securities have been sold (but not before disposed of by the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article IIStockholder, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; andRegistration Statement;
(civ) Furnish, without charge, promptly furnish to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, the Stockholder such number of copies of such registration statement (including all exhibits)Registration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller the Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andthe Stockholder;
(dv) Use if applicable, use its reasonable best efforts to register or qualify the shares covered by such Registrable Securities Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter Stockholder shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers the Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers the Stockholder (provided that PRGX will the Company shall not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction); and;
(evi) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable notify the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly Stockholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement Registration Statement contains 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 misleading, and, as expeditiously as possible following the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness happening of such event, and promptly notify each Holder of Registrable Securities of the filing of, prepare a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, misleading;
(vii) use its reasonable best efforts to (x) cause it all such Registrable Securities to become effective as soon as possible; and
be listed on each securities exchange on which similar securities issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (gy) Promptly notify each Holder selling if such listing is not then permitted, or no similar securities issued by the Company are then so listed, secure a designation and quotation of all of the Registrable Securities covered by each Registration Statement on the OTC Bulletin Board;
(viii) enter into and perform such registration statement customary agreements (including underwriting agreements in customary form) and each managing underwriteruse its reasonable best efforts to take all such other actions as the Stockholder or the underwriters, if any: (i) when , reasonably request in order to expedite or facilitate the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) disposition of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any such Registrable Securities for sale under the securities (including effecting a stock split or blue sky laws a combination of any jurisdiction or the initiation of any proceeding for such purpose; andshares);
(hix) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement Registration Statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andRegistration Statement;
(ix) Promptly prior otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriterExchange Commission, and make such changes in such document concerning available to its security holders, as soon as reasonably practicable, an earnings statement covering the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, period of at least one signed copy twelve (12) months beginning with the first day of the registration statement and any post-Company’s first full calendar quarter after the effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for Registration Statement, which earnings statement shall satisfy the purposes provisions of such registration, in form Section 11(a) of the Securities Act and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anyRule 158 thereunder, and (ii) a letter dated such date, from which requirement will be deemed satisfied if the independent certified public accountant of PRGX, in form Company timely files complete and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to accurate information on Forms 10-Q and 10-K and Current Reports on Form 8-K under the underwriters, if any, Exchange Act and to otherwise complies with Rule 158 under the Holders requesting registration of Registrable SecuritiesSecurities Act;
(lxi) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purposeRegistration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock Common Stock included in such registration statement Registration Statement for sale in any jurisdiction, PRGX will the Company shall promptly notify each seller the Stockholder and use its reasonable best efforts promptly to obtain the withdrawal of such order, and subject to Article I(c;
(xii) hereof, will use its reasonable best efforts to promptly obtain cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the withdrawal Stockholder thereof to consummate the disposition of such orderRegistrable Securities; and
(oxiii) cooperate with the Stockholder and any broker or dealer through which the Stockholder proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by the Stockholder.
(b) If the offering Stockholder has requested that any Registrable Securities be registered pursuant to this Agreement, it shall deliver to the Company such requisite information with respect to itself and its Registrable Securities as the Company may reasonably request for inclusion in the Registration Statement (and the prospectus included therein) as is necessary to comply with all applicable rules and regulations of the Securities and Exchange Commission, and will promptly notify the Company of the happening of any event as a result of which any information set forth in the Registration Statement furnished by or regarding the Stockholder, its Registrable Securities or its plan of distribution contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading.
(c) The Stockholder shall not effect sales of any securities covered by the Registration Statement (i) prior to the withdrawal of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Registrable Securities included in the Registration Statement for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of facsimile or other written notice from the Company instructing the Stockholder to suspend sales to permit the Company to correct or update the Registration Statement or prospectus until the Stockholder receives copies of a supplemented or amended prospectus that corrects any such misstatement(s) or omission(s) and receives notice that any required post-effective amendment has become effective. The Stockholder agrees that it will immediately discontinue offers and sales of Registrable Securities under the Registration Statement until the Stockholder receives copies of a supplemented or amended prospectus that corrects any such misstatement(s) or omission(s) and receives notice that any post-effective amendment has become effective.
(d) Notwithstanding anything herein to the contrary, the Company shall have the right to suspend the use of a Registration Statement for a period of not greater than forty-five (45) consecutive days and for not more than ninety (90) days in any twelve (12) month period (“Blackout Period”), if, in the good faith opinion of the Board of Directors, after consultation with counsel, material, nonpublic information exists, including, without limitation, the proposed acquisition or divestiture of assets by the Company, a strategic alliance or a financing transaction involving the Company or the existence of pending material corporate developments, the public disclosure of which would be necessary to cause the Registration Statement to be underwrittenmaterially true and to contain no material misstatements or omissions, enter into any necessary agreements and in connection therewith each such case, where, in the good faith opinion of the Board of Directors, such disclosure would be reasonably likely to have a material adverse effect on the Company or on the proposed transaction. The Company must give the Stockholder notice promptly upon knowledge that a Blackout Period (including an underwriting agreement containing customary representationswithout indicating the nature of such Blackout Period) may occur and prompt written notice if a Blackout Period will occur. Upon the conclusion of a Blackout Period, warranties and agreements); andthe Company shall provide the Stockholder written notice that the Registration Statement is again available for use.
(pe) Cause all such In the event the Stockholder’s Registrable Securities registered pursuant hereto cease to be listed on each Registrable Securities pursuant to clauses (C) or (D) of the definition of “Registrable Securities” in Section 10, the Company shall, if requested by the Stockholder, use reasonable best efforts to assist the Stockholder in effecting the transfer or sale of such securities exchange in accordance with Rule 144 (or any similar provisions then in force) under the Securities Act, including without limitation, providing customary instructions, opinions or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide documentation or actions required to effect a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date or sale of such registrationsecurities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Centric Brands Inc.), Registration Rights Agreement
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 5.1 and 5.2, the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablepossible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a the requisite registration statement with respect to effect such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, registration and thereafter use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filing; providedfor a period of one hundred eighty (180) days or until all of such Registrable Securities have been disposed of (if earlier), however, provided that PRGX shall have no obligation the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to include securities in the effective date of the registration statement relating thereto;
(ii) furnish at least five (5) business days before filing a registration statement pursuant that registers such Registrable Securities, a prospectus relating thereto or any amendments or supplements relating to Article II if that such a registration statement or prospectus, to one counsel selected by the holders of a majority of Registrable Securities (the "Investor Counsel"), copies of a registration statement, the prospectus and any amendments or supplements thereto, and shall not file any thereof to which such counsel shall have reasonably objected on the grounds that such registration statement, prospectus, amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules or regulations thereunder (it being understood that such five (5) business day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is withdrawn for any reason; andcustomary and reasonable under the circumstances);
(biii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold for a period of not less than six (but not before the expiration of the applicable prospectus delivery period6) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, months and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(iv) notify in writing the Investor Counsel promptly of the receipt by the Company of any notification with respect to (a) any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (b) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) furnish to each seller of Registrable Securities covered by such registration statement such number of conformed copies of such registration statement and of each underwriter, if any, such amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(dvi) Use use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States jurisdictions as the sellers or any managing underwriter each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the such registration statement is remains in effect effect, and do to take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such sellers (provided seller, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 5.3(vi) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(evii) Use use its best efforts to obtain cause all Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; and;
(fviii) Notify furnish to each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offeringcounterpart, addressed to such seller (and the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.of
Appears in 2 contracts
Sources: Investor Rights Agreement (Net2000 Communications Inc), Investor Rights Agreement (Blue Water Strategic Fund I LLC)
Registration Procedures. (a) Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this AgreementSection 2 or Section 3, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablepossible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement on the appropriate form with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the requestSecurities, and use its reasonable best efforts to cause such registration statement to become effective as soon as reasonably practicable after filingthe filing thereof; provided, however, that PRGX shall have no obligation the Company may discontinue any registration of securities that is being effected pursuant to include securities in Section 3 at any time prior to the effective date of the registration statement relating thereto, and provided further, that before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, as soon as practicable, the Company will furnish to Article II if that registration statement is withdrawn for any reason; andHolder covered by such Registration Statement copies of all such documents proposed to be filed, which documents will be subject to the review of such Holder;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date for a period of not less than the period set forth in such section or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to ;
(iii) notify each seller of Registrable SecuritiesSecurities requesting registration, in accordance with Section 9.1 hereofpromptly after the Company shall receive notice thereof, copies of all correspondence between PRGX and the SEC relating to time when such registration; andregistration statement has been filed;
(civ) Furnish, furnish without charge, charge to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); the prospectus included in such registration statement (including including, without limitation, each preliminary prospectus) in conformity with the requirements of the Securities Act ); and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and;
(dv) Use use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to seller reasonably requests; keep each such registration or qualification in effect for so long as effective during the period such registration statement is in effect required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers seller (provided that PRGX the Company will not for any such purpose be required to (1) qualify generally to do business or file any general consent to service of process as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify or file but for the requirements of this subparagraphsubsection; (2) subject itself to taxation in any such jurisdiction; (3) consent to general service of process in any such jurisdiction; or (4) register or qualify Registrable Securities or take any other action under the state securities or "Blue Sky" laws of any jurisdiction if, in the reasonable good faith judgment of the Board of Directors of the Company, the consequences of the registration, qualification or other action would be unduly burdensome to the Company); and;
(evi) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify notify each seller of such Registrable Securities promptly Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result which requires the making of which any change in the prospectus included in such registration statement contains so that such document will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such seller, the circumstances then existing, and subject to Article I(c) hereof, Company will prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, misleading;
(vii) use its reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of all such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorneylisted on each securities exchange or exchanges, accountant automated quotation system or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties over-the-counter market upon which securities of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andthe Company of the same class are then listed;
(iviii) Promptly prior to the filing of any document which is to be incorporated by reference enter into the registration statement or the prospectus such customary agreements (after the initial filing of such registration statementincluding, without limitation, underwriting agreements in customary form, substance and scope) and which contains information regarding take all such other action as the selling Holders, provide copies of such document to counsel for the selling Holders of a majority of the Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated reasonably request in order to expedite or facilitate the disposition of such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(lix) Use otherwise use its reasonable best efforts to cooperate comply with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition all applicable rules and regulations of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringCommission;
(mx) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock securities included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, the Company will use its reasonable best efforts promptly to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.;
Appears in 2 contracts
Sources: Registration Rights Agreement (Alliance Resources PLC), Registration Rights Agreement (Encap Equity 1996 Limited Partnership)
Registration Procedures. Whenever (a) In connection with the Holders of Registrable Securities have requested that any Registrable Securities Registered Exchange Offer (if required to be registered made pursuant to Section 3(a) hereof):
(i) As a condition to its participation in the Registered Exchange Offer pursuant to the terms of this Agreement, PRGX each Holder of Transfer Restricted Securities shall be required to furnish, upon the request of the Company, within 15 Business Days thereafter, such information regarding such Holder and such Holder's intentions in connection with the Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be received in the Registered Exchange Offer as the Company may from time to time reasonably request in writing. Each such Holder shall be required to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
(ii) As a condition to its participation in the Registered Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall be required to furnish, upon the request of the Company, prior to the Consummation thereof a written representation to the Company that it is not engaged in, and does not intend to engage in, a distribution of the Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be received in the Registered Exchange Offer and that it is acquiring the Series F Preferred Stock or Class F Subordinated Debentures, as applicable, in its ordinary course of business and shall otherwise cooperate in the Company's preparations for the Registered Exchange Offer. Each Holder shall acknowledge that any such Holder using the Registered Exchange Offer to participate in a distribution of the securities to be acquired in the Registered Exchange Offer (x) could not rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989) or similar no-action letters, (y) must comply with registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and (z) that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.
(iii) If the Registered Exchange Offer relates to the Subordinated Debentures, the Company shall cause the Subordinated Debenture Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registered Exchange Offer; and, in connection therewith, will use its reasonable best efforts cooperate with the Subordinated Debenture Trustee and the holders of the Class E Subordinated Debentures to effect such changes to the registration and the sale of Subordinated Debenture Indenture as may be required for such Registrable Securities Indenture to be so qualified in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt terms of the requestTIA; and will execute, and use its reasonable best efforts to cause such registration statement Subordinated Debenture Trustee to become effective execute, all documents as soon as practicable after filing; provided, however, that PRGX shall have no obligation may be required to include securities effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andtimely manner.
(b) Notify each Holder In connection with the Shelf Registration Statement, the Company will use its reasonable best efforts to effect such registration, to permit the sale of the effectiveness Transfer Restricted Securities being sold in accordance with the intended method or methods of each registration statement filed hereunder and distribution thereof and, pursuant thereto, the Company will as expeditiously as possible:
(i) prepare and file with the SEC Commission, as soon as practicable, a Registration Statement relating to the registration on any appropriate form under the Act, cooperate and assist in any filings required to be made with the NASD and use its reasonable best efforts to cause such Shelf Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the selling Holders to consummate the disposition of such Transfer Restricted Securities; provided that before filing a Shelf Registration Statement or any Prospectus, or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Shelf Registration Statement, the Company will furnish to the Holders and the underwriter(s), if any, copies of all such documents proposed to be filed prior to the filing thereof and shall make the Company's representative available for discussion of such documents.
(ii) prepare and file with the Commission such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection therewith Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the applicable period set forth in Section 3 hereof, or such registration statement effective until that date shorter period which will terminate when all Registrable Transfer Restricted Securities covered by such registration statement Shelf Registration Statement have been sold (but not before sold; cause the expiration of Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with the applicable prospectus delivery period) or such shorter period as PRGX may notify provisions of Rules 424 and 430A under the Holders Act in the case of a Registration under Article II, timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Shelf Registration Statement during such the applicable period in accordance with the intended method or methods of disposition distribution by the sellers thereof set forth in such registration statementShelf Registration Statement or supplement to the Prospectus.
(iii) if requested by the Holders of Transfer Restricted Securities being sold in an Underwritten Offering conducted pursuant to an Underwriting Agreement referred to in Section 6(b)(xii) or the Underwriter(s) thereof, promptly incorporate in a Prospectus supplement or post-effective amendment such information as such Underwriter(s) and the Holders of Transfer Restricted Securities being sold agree should be included therein relating to the plan of distribution of the Transfer Restricted Securities, including, without limitation, information with respect to the number of shares of Preferred Stock and principal amount of Subordinated Debentures being sold to such Underwriter(s), the purchase price being paid therefor and with respect to any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.
(iv) advise the Underwriter(s), if any, and furnishselling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Shelf Registration Statement or any post-effective amendment thereto, has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) if at any time the representations and warranties of the Company contemplated by paragraph (xii)(A) below cease to be true and correct, (D) 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 and (E) of the receipt by the Company of any stop order from the Commission suspending the effectiveness of the Registration Statement, and any order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such Transfer Restricted Securities under state securities or Blue Sky laws. If at any time the Company shall receive any such stop order suspending the effectiveness of the Registration Statement, or any such order from a state securities commission or other regulatory authority, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.
(v) promptly prior to the filing of any document that is to be incorporated by reference into the Shelf Registration Statement or the Prospectus (after initial filing of the Shelf Registration Statement), provide copies of such document to the selling Holders and to the managing Underwriter(s), if any, and make the Company's representative(s) available for discussion of such document.
(vi) furnish to each selling Holder and each of the Underwriter(s), if any, without charge, at least one signed copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference).
(vii) deliver to each seller selling Holder and each of Registrable Securitiesthe Underwriter(s), in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnishif any, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of as many copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; the Company consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the Underwriter(s), if any, in conformity connection with the requirements offering and the sale of the Transfer Restricted Securities Act covered by the Prospectus or any amendment or supplement thereto.
(viii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the Underwriter(s), if any, and such other documents as such seller may reasonably request their respective counsel in order to facilitate connection with the disposition registration and qualification of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Transfer Restricted Securities under such other the securities or blue sky Blue Sky laws of such jurisdictions within the United States as the sellers selling Holders or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect Underwriter(s) may request and do any and all other acts and or things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Transfer Restricted Securities owned covered by such sellers (provided the Shelf Registration Statement; provided, however, that PRGX will the Company shall not be required to register or qualify generally as a foreign corporation where it is not then so qualified or to do business or file take any general consent action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it would is not otherwise be required to qualify or file but for this subparagraph); andnow so subject.
(eix) Use its best efforts cooperate with the selling Holders and the Underwriter(s), if any, to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable facilitate the sellers timely preparation and delivery of such Registrable certificates representing Transfer Restricted Securities to consummate be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the disposition Holders or the Underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Registrable Securities; andUnderwriter(s);
(fx) Notify each seller of such Registrable Securities promptly at if 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 included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein event contemplated by Section 6(b)(iv)(D) above shall exist or necessary to make the statements therein not misleading in light of the circumstances then existing, and subject to Article I(c) hereofhave occurred, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an post-effective amendment to the registration statement Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of such Registrable Transfer Restricted Securities, such prospectus the Prospectus, as amended or supplemented, will not 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 not misleading misleading; provided, however, that the Company shall not be required to comply with this Section 6(b)(x) if, and only for so long as: (i) the Company shall be engaged in a transaction; (ii) (A) such transaction is required to be disclosed in the Registration Statement, the related Prospectus, or any amendment or supplement thereto, or the failure by the Company to disclose such transaction in the Registration Statement or related Prospectus, or any amendment or supplement thereto, as then amended or supplemented, would cause such Registration Statement, Prospectus or amendment or supplement thereto, to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effectivemade; (iiB) information regarding the existence of any request such transaction has not then been publicly disclosed by or on behalf of the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional informationCompany; and (iiiC) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt Company determines, in its reasonable judgment, that disclosure of such confidentiality agreements as PRGX may reasonably requesttransaction would have a material adverse effect (1) on the business, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant condition (financial or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed documentother), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request results of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion operations or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives properties of the Company and its subsidiaries to participate under subsidiaries, taken as a whole, or (2) on the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and consummation of such duration as transaction and (iii) the Company notifies the Holders promptly after making the determination set forth in the judgment of such managing underwriter are appropriate for such underwritten offering;clause (ii).
(mxi) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and provide a CUSIP number for all such Registrable Securities, in each case Transfer Restricted Securities not later than the effective date of Exchange Offer Registration Statement or the Shelf Registration Statement;
(xii) enter into such registrationcustomary agreements (including an underwriting agreement in form reasonably satisfactory to the Company) and take all such other actions in connection therewith as may be requested by the Holders of a majority of the outstanding shares (or principal amount, as the case may be) of the Transfer Restricted Securities or the managing Underwriter(s) in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to the Shelf Registration and, in connection with any such underwriting agreement entered into by the Company, (A) make such representations and warranties to the Holders and the Underwriter(s), in form, substance and scope as are customarily made by issuers to Underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Placement Agreement; (B) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Underwriter(s) and the Holders of the Transfer Restricted Securities being sold) addressed to each selling Holder and the Underwriter(s) covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and Underwriters; (C) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the Underwriters and use its reasonable best efforts to obtain such "cold comfort" letters addressed to the Holders of Transfer Restricted Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by Underwriters in connection with primary underwritten offerings; (D) set forth in full or incorporate by reference in the underwriting agreement the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and (E) deliver such documents and certificates as may be reasonably requested by the Holders of the Transfer Restricted Securities being sold or the underwriter(s) of such Underwritten Offering to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (xii). The above shall be done at each closing under such underwriting or similar agreement, as and to the extent required thereunder. Notwithstanding the foregoing, in no event shall any Holder be entitled to participate in an Underwritten Registration unless Holders of Preferred Stock the aggregate liquidation preference of which equals or exceeds $25 million (or, if the Preferred Stock has been exchanged for Subordinated Debentures, the principal amount of which equals or exceeds $25 million) shall first notify the Company of their intent to retain an Underwriter for such purpose pursuant to Section 11 hereof.
(xiii) make available at reasonable times for inspection by the Holders of the Transfer Restricted Securities, any Underwriter participating in an Underwritten Offering pursuant to such Shelf Registration Statement and any attorney or accountant retained by such selling
Appears in 2 contracts
Sources: Registration Rights Agreement (Primedia Inc), Registration Rights Agreement (K Iii Communications Corp)
Registration Procedures. (a) Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this AgreementAgreement or have initiated a Shelf Offering, PRGX will the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(ai) Prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission ("SEC"subject to the availability of required financial information) a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, (provided that PRGX shall have no obligation to include securities in at least five Business Days before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, the Company shall furnish to Article II if that the counsel selected by the Holder(s) initiating a Demand Registration or, in all other cases, the Holders representing a Majority of the Registrable Securities covered by such registration statement is withdrawn for any reason; andcopies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);
(bii) Notify notify each Holder of Registrable Securities of (A) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (C) the effectiveness of each registration statement filed hereunder and hereunder;
(iii) prepare and file with the SEC Securities and Exchange Commission 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 that date for a period ending when all Registrable Securities of the securities covered by such registration statement have been sold disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the applicable prospectus delivery period) or Securities Act or, if such shorter registration statement relates to an underwritten Public Offering, such longer period as PRGX may notify the Holders in the case opinion of counsel for the underwriters a Registration under Article II, prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(civ) Furnish, without charge, furnish to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, thereunder such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), each Free-Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and;
(dv) Use use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers seller (provided that PRGX will the Company shall not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph, (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction); and;
(evi) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify notify each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains 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 existingmisleading, and and, subject to Article I(c) hereofSection 2(f), at the request of any such seller, the Company shall prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, misleading;
(vii) use reasonable best efforts to cause it all such Registrable Securities to become effective be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as soon as possible; andsuch with respect to such Registrable Securities with FINRA;
(gviii) Promptly notify each Holder selling use reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities covered by not later than the effective date of such registration statement statement;
(ix) enter into and each managing underwriterperform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders representing a Majority of the Registrable Securities being sold or the underwriters, if any: (i) when , reasonably request in order to expedite or facilitate the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) disposition of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any such Registrable Securities for sale under the securities (including, without limitation, effecting a stock split, combination of shares, recapitalization or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andreorganization);
(hx) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementSecurities, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate and business documents and properties of PRGXthe Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andstatement;
(ixi) Promptly prior take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the filing extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;
(xiii) to the extent that a Holder, in its sole and exclusive judgment, might be deemed to be an underwriter of any document which is Registrable Securities or a controlling person of the Company, permit such Holder to be incorporated by reference into participate in the registration statement or the prospectus (after the initial filing preparation of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration comparable statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of allow such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts Holder to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters provide language for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registrationinsertion therein, in form and substance as is customarily given by company counsel satisfactory to the underwriters Company, which in an underwritten public offering, addressed to the underwriters, if any, reasonable judgment of such Holder and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesits counsel should be included;
(lxiv) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock Shares included in such registration statement for sale in any jurisdiction, PRGX will use reasonable efforts promptly notify each seller to obtain the withdrawal of such order, and subject to Article I(c;
(xv) hereof, will use its reasonable best efforts to promptly obtain cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the withdrawal sellers thereof to consummate the disposition of such orderRegistrable Securities;
(xvi) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) cooperate with each Holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(xviii) use its reasonable best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities covered by the registration statement and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the Holders in connection with the methods of distribution for the Registrable Securities;
(xix) in the case of any underwritten Public Offering, use its reasonable best efforts to obtain one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders representing a Majority of the Registrable Securities being sold reasonably request;
(xx) in the case of any underwritten Public Offering, use its reasonable best efforts to provide a legal opinion of the Company’s outside counsel, dated the closing date of the Public Offering, in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities being sold;
(xxi) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(oxxiii) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, file a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
(b) Any officer of the Company who is a Holder agrees that if and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she shall participate fully in the sale process in a manner customary and reasonable for persons in like positions and consistent with his or her other duties with the Company and in accordance with applicable law, including the preparation of the registration statement and the preparation and presentation of any road shows.
(c) The Company may require each Holder requesting, or electing to participate in, any registration to furnish the Company such information regarding such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing and as is required to effect any such registration.
(d) If the offering is Holders or any of their respective Affiliates seek to be underwritteneffectuate one or more distribution(s), enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(psale(s) Cause or other form of transfer(s) of all such or part of their respective Registrable Securities registered pursuant to their respective direct or indirect equityholders, the Company shall, subject to any applicable lock-ups, work with the foregoing persons to facilitate such distribution in the manner reasonably requested, and such distributee shall have the right to become a party to this Agreement by an executed joinder to this Agreement in the form of Exhibit A attached hereto to be listed on each securities exchange or (a “Joinder”) and thereby have all of the rights of such distributing Holder under this Agreement, other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date Demand Registration rights of such registrationthe Lead Investor.
Appears in 2 contracts
Sources: Registration Rights Agreement (Vita Coco Company, Inc.), Registration Rights Agreement (Vita Coco Company, Inc.)
Registration Procedures. Whenever The following provisions shall apply to the Holders filing of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicableShelf Registration Statement:
(a) Prepare The Company shall:
(i) prepare and file with the Securities Commission within the time periods specified in Section 2(a), a Shelf Registration Statement on any form which may be utilized by the Company and Exchange Commission ("SEC") a registration statement with respect to such which shall register all of the Registrable Securities on Form S-1 for resale by the holders thereof in accordance with such method or Form S-3 methods of disposition (but which shall not include an underwritten offering as appropriateto which the Company needs to assist) or a successor form if PRGX is eligible to use as may be specified by such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the requestholders as, from time to time, may be Electing Holders and use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become effective as soon as reasonably practicable but in any case within the time periods specified in Section 2(a);
(ii) not more than 5 Business Days after filingthe consummation of the Merger, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, that PRGX holders of Registrable Securities shall have no obligation at least 20 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;
(iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, send a Notice and Questionnaire to such holder, and, upon return of such Notice and Questionnaire from such Holder, use reasonable best efforts to include securities such holder’s Registrable Securities in the Shelf Registration Statement as soon as practicable but in any event within five days following receipt by the Company of such Notice and Questionnaire; provided that the Company shall not be required to take any action to name such holder as a registration statement pursuant selling securityholder in the Shelf Registration Statement or to Article II if that registration statement is withdrawn enable such holder to use the prospectus forming a part thereof for any reason; andresales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;
(biv) Notify each Holder of the effectiveness of each registration statement filed hereunder and as soon as reasonably practicable prepare and file with the SEC Commission such amendments and supplements to such registration statement Shelf Registration Statement (including without limitation, any required post effective amendments) and the prospectus used in connection therewith included therein as may be necessary to keep effect and maintain the effectiveness of such registration statement effective until that date when all Registrable Securities covered Shelf Registration Statement for the period specified in Section 2(a) hereof and as may be required by such registration statement have been sold (but not before the expiration applicable rules and regulations of the Commission and the instructions applicable prospectus delivery periodto the form of such Shelf Registration Statement, including without limitation, to promptly include any Electing Holder to be named as a selling security holder therein;
(v) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities of the Registrable Securities covered by such registration statement during such period Shelf Registration Statement in accordance with the intended methods of disposition by the sellers thereof set forth Electing Holders provided for in such registration statementShelf Registration Statement;
(vi) provide (A) one representative of the Electing Holders and (B) not more than one counsel (“Legal Counsel”) for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto (but not including any documents incorporated by reference), in each case subject to customary confidentiality restrictions. The Company shall (A) permit Legal Counsel to review and comment upon (i) a Shelf Registration Statement at least five (5) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to all Shelf Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the Commission, and furnish(B) give due consideration to any comments Legal Counsel provides with respect to any Shelf Registration Statement or amendment or supplement thereto. The Company shall furnish to Legal Counsel, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, (i) copies of all any correspondence between PRGX and from the SEC Commission or the staff of the Commission to the Company or its representatives relating to such registration; any Shelf Registration Statement, (ii) promptly after the same is prepared and filed with the Commission, one copy of any Shelf Registration Statement and any amendment(s) thereto, including financial statements and schedules, and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if anyrequested by a holder and unavailable on ▇▇▇▇▇, in accordance with Section 9.1 hereofall documents incorporated therein by reference and all exhibits to such Shelf Registration Statement and (iii) upon the effectiveness of any Shelf Registration Statement, such number one copy of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such Shelf Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3(vi);
(vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(a), make available between 9 a.m. and 5 p.m. on any Business Day at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(a)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to be available to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record other than through a breach of this provision by such person or by an Electing Holder (but excluding by virtue of its inclusion in such registration statement or otherwise by the Company), or (including each preliminary B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (provided such person agrees that it will give prompt notice to the Company and allow the Company, at its expense, to promptly undertake appropriate action and to prevent disclosure of such information deemed confidential), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus) in conformity , amendment or supplement, as the case may be, complies with the applicable requirements of the Securities Act federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(viii) promptly notify each of the Electing Holders, and if requested by any such other documents as Electing Holder, confirm such seller may reasonably advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request in by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to facilitate the disposition suspension of the qualification of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process sale in any jurisdiction where it would not otherwise be required to qualify or file but the initiation or threatening of any proceeding for this subparagraph); and
such purpose, or (eE) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly if at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the happening Securities Act and the rules and regulations of any event as a result of which the prospectus included in such registration statement Commission thereunder or contains 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 subject to Article I(c;
(ix) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by obtain the withdrawal of any order suspending the effectiveness of such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendmentamendment thereto at the earliest practicable date;
(x) if requested by any Electing Holder, when the same has become effective; (ii) of any request promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the SEC or any state securities authority for amendments or supplements applicable rules and regulations of the Commission and as such Electing Holder specifies should be included therein relating to the registration statement or the prospectus related thereto or for additional information; and (iii) terms of the receipt by PRGX sale of any notification such Registrable Securities, including information with respect to the amount of Registrable Securities being sold by such Electing Holder, the name and description of such Electing Holder the offering price of such Registrable Securities and any compensation payable in respect thereof, and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; provided, however, that any suspension of the qualification Shelf Registration Statement caused by the Company filing a post-effective amendment to incorporate information pursuant to this Section 3(a)(x) shall not be deemed a Failure under this Agreement;
(xi) if requested by any Electing Holder, furnish to such Electing Holder and the respective counsel referred to in Section 3(a)(vi) a conformed copy of any such Shelf Registration Statement, each such amendment and supplement thereto (in each case, if so requested, including all exhibits thereto and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of the prospectus included in such Shelf Registration Statement, in conformity in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Registrable Securities for owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(b) below, the Company hereby consents to the use of such prospectus and any amendment or supplement thereto by each such Electing Holder, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus or any supplement or amendment thereto;
(xii) (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under the such securities laws or blue sky laws of all applicable jurisdictions in the United States, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(a) above and for so long as may be necessary to enable any jurisdiction or such Electing Holder to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary to enable each such Electing Holder to consummate the initiation of any proceeding for disposition in such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller jurisdictions of such Registrable Securities; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(a)(xii), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its articles of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;
(xiii) unless any Registrable Securities covered by such registration statementshall be in book-entry only form, reasonably cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any underwritersecurities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends;
(xiv) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as reasonably practicable but in any event not later than ninety (90) days after the close of the period covered thereby, if anyrequested, participating an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder);
(xv) in any disposition to be effected pursuant to such the event that Form S-3 is not available for the registration statement and by any attorneyof the resale of Registrable Securities hereunder, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
the Company shall (i) Promptly prior register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the filing Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Shelf Registration Statement then in effect until such time as a Shelf Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.
(xvi) if any document which holder is required under applicable securities laws to be incorporated by reference into described in the registration statement Shelf Registration Statement as an underwriter or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document a holder believes that it could reasonably be deemed to counsel for the selling Holders be an underwriter of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnishSecurities, at the reasonable request of any Holder requesting registration of Registrable Securities pursuant such holder, the Company shall furnish to this Agreementsuch holder, on the such date that such Registrable Securities are delivered to the underwriters for sale in connection with as a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: holder may reasonably request (i) a copy of an opinion or opinionsletter, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the Company’s independent certified public accountant of PRGX, accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringoffering, addressed to the underwriters, if anyholders, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Shelf Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts holders; provided, however, that the holder shall pay all fees and expenses relating to cooperate with the Holders requesting registration of Registrable Securities any letter or opinion requested by such holder pursuant to this Agreement Section 3(a)(xvi).
(xvii) if any holder is required under applicable securities laws to be described in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.Shelf Registr
Appears in 2 contracts
Sources: Registration Rights Agreement (Gsi Group Inc), Registration Rights Agreement (Gsi Group Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities are required to be registered pursuant to this Agreement, PRGX will the Corporation shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, thereof and pursuant thereto PRGX will the Corporation shall as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 such other form of general applicability satisfactory to the managing underwriter (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it the offering is not so eligibleunderwritten, as soon as practicable, but no later than sixty (60the holders of a majority of Registrable Securities included therein) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, (provided that PRGX shall have no obligation to include securities in a the Corporation may delay or discontinue any registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(beffected under SECTION 4.1 in accordance with SECTION 4.1(d) Notify each Holder of the effectiveness of each registration statement filed hereunder or SECTION 4.2 in accordance with SECTION 4.2(f)) and prepare and file with the SEC such amendments and supplements post-effective amendments to such registration statement and supplements to the prospectus used in connection therewith as may be necessary to keep such registration statement effective under the Securities Act and the blue sky laws of any applicable state for a period of not less than 90 days in the case of an underwritten offering, and in any other offering, until that date when the disposition of all Registrable Securities covered by such registration statement have been sold (statement, but not before longer than a period of six months, unless at the expiration of such six month period, less than 75% of the applicable prospectus delivery periodRegistrable Securities covered by such Registration Statement have been sold, then such period shall automatically be extended for six additional months; provided that at any time after the registration statement has been continuously effective for six consecutive months, if the Corporation determines in its reasonable business judgment that having such registration statement remain in effect would materially interfere with any financing, refinancing, acquisition, disposition, corporate reorganization or other material corporate transaction or development involving the Corporation or any of its Subsidiaries or at any time after such registration statement has been declared effective if the Corporation becomes the subject of an unsolicited tender offer for at least a majority of its equity securities, the Corporation may, upon prior written notice to each holder of Registrable Securities included therein, suspend such registration statement for a period of not more than ninety (90) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article IIdays, and in no event shall the Corporation be entitled to exercise such right more than once in any 12-month period;
(b) before filing a registration statement or prospectus or any amendments or supplements thereto or incorporating any document by reference therein, the Corporation shall furnish to the holders of Registrable Securities included in such registration statement copies of all such documents proposed to be filed or incorporated therein, which documents shall be subject to the review and comment of such holders and one counsel selected by such holders;
(c) notify in writing each holder of Registrable Securities included in such registration statement of (i) the filing and effectiveness of such registration statement or any amendment or post-effective amendments thereto and the prospectus and any supplement thereto, (ii) any request by the SEC for amendments or post-effective amendments to the registration statement or supplements to the prospectus or for additional information, (iii) the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, and (iv) the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(d) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such the period of, and in accordance with the intended methods of of, disposition by the sellers thereof as set forth in such registration statement, and ;
(e) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller holder of Registrable Securities and each underwriter, if any, included in accordance with Section 9.1 hereof, a registration statement such number of copies of such registration statement (including all exhibits), each amendment and supplement theretostatement, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), each amendment and supplement thereto, and such other documents as such seller holder may reasonably request in order to facilitate the disposition of the Registrable Securities included therein owned by such seller; andholder and the Corporation hereby consents to the use of each prospectus or any supplement thereto by each such holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or any amendment thereto;
(df) Use use its reasonable best efforts to register or qualify such all Registrable Securities included in a registration statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep holder of such registration or qualification in effect for so long as the registration statement is in effect Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers holder to consummate the disposition in such jurisdictions of the such Registrable Securities owned by such sellers (provided that PRGX will the Corporation shall not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphSUBPARAGRAPH (f); and, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(eg) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers immediately notify each holder of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly included in a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains 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 existingmisleading, and subject to Article I(c) hereof, shall prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not 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 not misleading misleading;
(h) cause all Registrable Securities included in light a registration statement to be listed on each securities exchange on which similar securities issued by the Corporation are then listed and, if not so listed, but similar securities are then listed on the NASD automated quotation system, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its reasonable best efforts to secure designation of all such Registrable Securities as a NASDAQ national market system security within the meaning of Rule 11Aa2-1 of the circumstances SEC or failing that, at such time as the Corporation becomes eligible for such authorization, to secure NASDAQ authorization for such Registrable Securities if available and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(i) if the offering is underwritten, use its reasonable best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration statement, and to the extent required by any underwriting agreement or from time to time upon request by any holder of Registrable Securities in connection with its disposition of its Registrable Securities under which they were made such registration statement: (i) an opinion dated such date of counsel representing the Corporation for the purposes of such registration, addressed to the underwriters and in to each such holder, stating that such registration statement has become effective under the case Securities Act and that (A) to the best knowledge of an amendment to 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, (B) the registration statement, use reasonable best efforts the related prospectus and each amendment or supplement thereof appear on their face to cause it be appropriately responsive in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to become effective financial statements or financial data contained therein) and (C) to such other effect as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered may be reasonably requested by counsel for the underwriters or by such registration statement holder or its counsel if such offering is not underwritten and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request to the extent accounting standards then permit, a letter dated such date from the independent public accountants retained by the SEC or any state securities authority for amendments or supplements Corporation, addressed to the underwriters and to each such holder, 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 Corporation included in the registration statement or the prospectus related thereto prospectus, or for additional information; and (iii) any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the receipt by PRGX 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 any notification such letter) with respect to the suspension of the qualification of any Registrable Securities for sale under the securities such registration as such underwriters, or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of holder if such confidentiality agreements as PRGX offering is not underwritten, may reasonably request;
(j) provide a transfer agent and registrar for all Registrable Securities included in a registration statement not later than the effective date of such registration statement, and a CUSIP number for all such Registrable Securities and provide the applicable transfer agent with printed certificates or instruments for such Registrable Securities which are in a form eligible for deposit with Depositary Trust Corporation and otherwise meeting the requirements of any securities exchange on which such Registrable Securities are then listed;
(k) cooperate with the holders of Registrable Securities included in a registration statement and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold not bearing any restrictive legends; and to enable such Registrable Securities to be in such denominations and registered in such names as the underwriters may request at least two Business Days prior to any sale of such Registrable Securities to the underwriters;
(l) enter into such customary agreements (including underwriting agreements in customary form) as the underwriters of any registration statement pursuant to an underwritten offering, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);
(m) make reasonably available for inspection by any seller holder of such Registrable Securities covered by such included in a registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Corporation as they deem necessary to conduct their due diligence review, and cause the Corporation's officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerholder, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andstatement;
(in) Promptly prior to otherwise comply with the filing Securities Act, the Exchange Act, all applicable rules and regulations of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) SEC and which contains information regarding the selling Holdersall applicable state blue sky and other securities laws, provide copies of such document to counsel for the selling Holders of Registrable Securities rules and to each managing underwriterregulations, and make such changes in such document concerning generally available to its security holders, earnings statements satisfying the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(jprovisions of Section 11(a) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and Securities Act, no later than 30 days after the end of any post-effective amendments thereto 12 month period (which may be a photocopy or conformed copy 90 days if the end of such signed document)12 month period coincides with the end of a fiscal quarter or fiscal year, excluding all documents incorporated therein by reference and all exhibits; and
respectively) of the Corporation (kA) Use its best efforts to furnish, commencing at the request end of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such month in which Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringoffering, addressed or, (B) if not sold to underwriters in such an offering, beginning within the underwriters, if any, and to first three months commencing after the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition effective date of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringwhich statements shall cover said 12 month periods;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is permit any holder of Registrable Securities which, in such holder's sole and exclusive judgment, might be deemed to be underwrittenan underwriter or a controlling person of the Corporation, enter into any necessary agreements to participate in connection therewith (including an underwriting agreement containing customary representationsthe preparation of such registration or comparable statement and to require the insertion therein of material, warranties furnished to the Corporation in writing, which in the reasonable judgment of such holder and agreements)its counsel should be included; and
(p) Cause all such Registrable Securities registered pursuant hereto if the offering is underwritten, promptly upon notification to the Corporation from the managing underwriter of the price at which the securities are to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; sold under such registration statement, and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than any event, prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall advise each holder requesting inclusion of Registrable Securities in such registration statement of such price. If such price is below the price which is acceptable to a holder of Registrable Securities requested to be included in such offering, then such holder shall have the right, by written notice to the Corporation given prior to the effectiveness of such registration statement, to withdraw its request to have its Registrable Securities included in such registration statement.
Appears in 2 contracts
Sources: Stockholders Agreement (Exective Risk Indemnity Inc), Stockholders Agreement (Aegon Usa Investment Management Inc/Ia)
Registration Procedures. Whenever the Holders of Registrable Securities have requested Standby Purchasers request that any Registrable Securities be registered pursuant to this AgreementSection 2.01 or 2.02, PRGX will subject to the provisions of such Sections, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will thereof as expeditiously quickly as practicable, and, in connection with any such request:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (The Company shall as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form expeditiously as reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonably best efforts to cause such amendments filed registration statement to become and supplements to remain effective continuously for a period of not less than 180 days, or in the case of a shelf registration statement, two years (or such shorter period in which all of the Registrable Securities of the Registering Stockholders included in such registration statement and shall have actually been sold thereunder).
(b) Within a reasonable time in the prospectus used in connection therewith as may be necessary circumstances prior to keep such filing a registration statement effective until that date when all or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Standby Purchaser and each underwriter, if any, of the Registrable Securities covered by such registration statement have been sold (but not before the expiration copies of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementas proposed to be filed, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and thereafter the SEC relating Company shall furnish to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Standby Purchaser and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) in conformity with the requirements of and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such seller Standby Purchaser or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts Standby Purchaser. Each Standby Purchaser shall have the right to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within request that the United States as the sellers or Company modify any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included information contained in such registration statement contains statement, amendment and supplement thereto pertaining to such Standby Purchaser and the Company shall use its commercially reasonably efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading.
(c) After the filing of the circumstances then existingregistration statement, and subject the Company shall (i) cause the registration statement to Article I(c) hereof, prepare and file be amended by any required amendment (including for the purpose of adding a Standby Purchaser as soon as practicable a selling securityholder in accordance with the SECterms of this Agreement), but (ii) cause the related prospectus to be supplemented by any required prospectus supplement (including for the purpose of adding a Standby Purchaser as a selling securityholder in no event later than thirty accordance with the terms of this Agreement), and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (30iii) days after awareness comply with the provisions of such event, and promptly notify each Holder the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the filing of, a Registering Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iv) promptly notify each Registering Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Registering Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Registering Stockholder to consummate the disposition of the Registrable Securities owned by such Registering Stockholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company shall promptly notify each Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to the registration statement such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading and promptly prepare and make available to each such Registering Stockholder and file with the SEC any such supplement or amendment.
(i) The Requesting Stockholders shall have the right to select an underwriter or underwriters in light connection with any Public Offering resulting from the exercise by such Requesting Stockholder of a Demand Registration, which selection shall be subject to the approval of the circumstances under Company, which they were made approval shall be reasonably given, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the case Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of an amendment to such Registrable Securities in any such Public Offering, including the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andengagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD.
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement Upon execution of confidentiality agreements in form and each managing underwriter, if any: (i) when substance reasonably satisfactory to the registration statement, any pre-effective amendmentCompany, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, Company shall make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by Registering Stockholder and any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such a registration statement being filed by the Company pursuant to this Agreement and by any attorney, accountant or other agent professional retained by any such seller Stockholder or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in order the Company Securities unless and until such information is made generally available to permit them the public. Each Registering Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to exercise their due diligence responsibility; andthe Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Registering Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Registering Stockholders or the managing underwriter therefor reasonably requests.
(i) Promptly prior If a Demand Registration involves a Public Offering (including any Shelf Registration used to effect a Public Offering), the price at which shares shall be sold in the Public Offering shall be determined in consultation with the underwriters by a committee consisting of one representative of each participating Standby Purchaser that is registering for sale an amount of shares equal to the filing lesser of any document which is (x) 5% of the outstanding Common Stock and (ii) at least 25% of the total number of shares to be incorporated by reference into sold in the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; andoffering.
(j) Furnish The Company shall otherwise use its commercially reasonable efforts to each Holder participating in comply with all applicable rules and regulations of the offering SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 months, beginning within three months after the managing underwriter, without charge, at least one signed copy effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; andRule 158 thereunder.
(k) Use its best efforts The Company may require each Registering Stockholder promptly to furnishfurnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(l) Each Registering Stockholder agrees that, at the request upon receipt of any Holder requesting registration notice from the Company of the happening of any event of the kind described in Section 2.04(e), such Registering Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to this Agreement, on the date that registration statement covering such Registrable Securities are delivered until such Registering Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(e), and, if so directed by the Company, such Registering Stockholder shall deliver to the underwriters for sale Company all copies, other than any permanent file copies then in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such dateRegistering Stockholder’s possession, of the counsel representing PRGX for most recent prospectus covering such Registrable Securities at the purposes time of receipt of such registrationnotice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in form Section 2.04(a)) by the number of days during the period from and substance as is customarily given by company counsel including the date of the giving of notice pursuant to Section 2.04(e) to the underwriters in an underwritten public offering, addressed date when the Company shall make available to the underwriters, if any, and (ii) such Registering Stockholder a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants prospectus supplemented or amended to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate conform with the Holders requesting registration requirements of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;Section 2.04(e).
(m) Cooperate with The Company shall have appropriate officers of the selling Holders of Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the managing underwriterunderwriters in the offering, if any, to facilitate the timely preparation and delivery marketing or selling of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Safety-Kleen, Inc), Registration Rights Agreement (Safety-Kleen, Inc)
Registration Procedures. Whenever In connection with any request by the Majority Holders of Registrable Securities have requested or a Piggyback Holder that any Registrable Securities be registered pursuant to this AgreementSections 2.1 or 2.2, PRGX will use its reasonable best efforts as applicable, subject to effect the provisions of such Sections, the paragraphs below shall be applicable:
(a) The Company shall as expeditiously as reasonably practicable prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the registration and of the sale of such Registrable Securities to be registered thereunder in accordance with the intended method of disposition distribution thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its commercially reasonable best efforts to cause such filed registration statement to become and remain effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in for a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andperiod of not less than 40 days.
(b) Notify each Holder of the effectiveness of each Prior to filing a registration statement filed hereunder and prepare and file or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Covered Person with the SEC such amendments and supplements to Registrable Securities included in any such registration statement (each, a “Registering Covered Person”) and each underwriter, if any, of the prospectus used in connection therewith as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration copies of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementas proposed to be filed, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and thereafter the SEC relating Company shall furnish to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Registering Covered Person and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) in conformity with the requirements of and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such seller Registering Covered Person or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts Registering Covered Person. The Registering Covered Person shall have the right to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within request that the United States as the sellers or Company modify any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included information contained in such registration statement contains statement, amendment and supplement thereto pertaining to such Registering Covered Person and the Company shall use its commercially reasonable efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading.
(c) After the filing of the circumstances then existingregistration statement, and subject the Company shall (i) cause the related prospectus to Article I(cbe supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) hereof, prepare and file as soon as practicable comply with the SEC, but in no event later than thirty (30) days after awareness provisions of such event, and promptly notify each Holder the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the filing of, a Registering Covered Person thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Covered Person holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC suspending the effectiveness of such registration statement or any state securities commission and take all commercially reasonable efforts to prevent the entry of such stop order or to obtain the withdrawal of such order if entered.
(d) To the extent any “free writing prospectus” (as defined in Rule 405 under the Securities Act) is used, the Company shall file with the SEC any free writing prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act and retain any free writing prospectus not required to be filed.
(e) The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Covered Person holding such Registrable Securities or each underwriter, if any, reasonably (in light of such member’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Registering Covered Person to consummate the disposition of the Registrable Securities owned by such person, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.4(e), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(f) The Company shall immediately notify each Registering Covered Person holding such Registrable Securities covered by such registration statement or each underwriter, if any, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to the registration statement such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of and promptly prepare and make available to each such Registering Covered Person or underwriter, if any, and file with the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andSEC any such supplement or amendment.
(g) Promptly notify The Majority Holders shall select an underwriter or underwriters in connection with any Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including if necessary the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA.
(h) Subject to the execution of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith judgment, pursuant to the reasonable request of the Majority Holders or underwriter (if any), the Company will give to each Holder selling Registering Covered Person, each underwriter (if any) and their respective counsel and accountants (i) reasonable and customary access to its books and records and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel to such Registering Covered Person or underwriter, to enable them to exercise their due diligence responsibility.
(i) The Company shall use its commercially reasonable efforts to furnish to each Registering Covered Person and to each such underwriter, if any, a signed counterpart, addressed to such person or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as the Majority Holders or such underwriter reasonably requests.
(j) Each Registering Covered Person registering securities under Sections 2.1 or 2.2 shall promptly furnish in writing to the Company the information set forth in Appendix A and such other information regarding itself, the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required or advisable in connection with such registration.
(k) Each Registering Covered Person and each underwriter, if any, agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.4(f), such Registering Covered Person or underwriter shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Registering Covered Person’s or underwriter’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.4(f), provided, however, that, upon written notice to each Registering Covered Person and each underwriter, if any, and for a reasonable time specified in the notice but not exceeding 60 days thereafter or 90 days in any 365 day period (the “Suspension Period”), the Company may suspend the use or effectiveness of any registration statement if the General Partner determines, in its sole discretion, that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the General Partner believes in good faith would not be in the best interests of the Company; and, if so directed by the Company, such Registering Covered Person or underwriter shall deliver to the Company all copies, other than any permanent file copies then in such Registering Covered Person’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.4(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.4(f) to the date when the Company shall make available to such Registering Covered Person a prospectus supplemented or amended to conform with the requirements of Section 2.4(f).
(l) The Company shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement and each managing underwriter, if any: on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.
(m) The Company shall have appropriate officers of the Company (i) when prepare and make presentations at any “road shows” and before analysts and rating agencies, as the registration statementcase may be, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of take other actions to obtain ratings for any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; Registrable Securities and (iii) of the receipt by PRGX of any notification with respect otherwise use their commercially reasonable efforts to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements cooperate as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public the offering, addressed to marketing or selling of the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;.
(ln) Use its best efforts to The Company shall cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, Registering Covered Persons to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, which shall not bear any restrictive legends, and cause to enable such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities as such Registering Covered Persons may reasonably request at least three two business days prior to the closing of any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fifth Street Asset Management Inc.), Registration Rights Agreement (Fifth Street Asset Management Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested Shareholders request that any Registrable Securities Security be registered pursuant to this AgreementSection 2.01, PRGX will 2.02 or 2.03 subject to the provisions of such Sections, the Company shall use its all commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will thereof as expeditiously quickly as practicable, and, in connection with any such request:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (The Company shall as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, expeditiously as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use all commercially reasonable efforts to cause such amendments filed registration statement to become and supplements to remain effective for a period of not less than one hundred eighty (180) days, or in the case of a Shelf Registration, three (3) years (or such shorter period in which all of the Registrable Securities of the Shareholders included in such registration statement and the prospectus used in connection therewith as may be necessary to keep shall have actually been sold thereunder). Any such registration statement shall be an automatically effective until registration statement to the extent permitted by the SEC’s rules and regulations.
(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto (other than any report filed pursuant to the Exchange Act that date when all is incorporated by reference therein), the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement have been sold copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (but not before in each case including all exhibits thereto and documents incorporated by reference therein), the expiration prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Shareholder or underwriter reasonably may request in order to facilitate the disposition of the applicable Registrable Securities owned by such Shareholder.
(c) After the filing of the registration statement, the Company shall (i) cause the related prospectus delivery periodto be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such the applicable period in accordance with the intended methods of disposition by the sellers Shareholders thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating statement or supplement to such registration; and
prospectus and (ciii) Furnish, without charge, to promptly notify each seller of Shareholder holding Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(including d) The Company shall use all exhibits), each amendment and supplement thereto, commercially reasonable efforts to (i) register or qualify the prospectus included in Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (including each preliminary prospectusin light of such Shareholder’s intended plan of distribution) in conformity requests and (ii) cause such Registrable Securities to be registered with the requirements or approved by such other governmental agencies or authorities as may be necessary by virtue of the Securities Act business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such other documents as such seller may reasonably request in order Shareholder to facilitate consummate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within Shareholder, provided, however, that the United States as the sellers or any managing underwriter Company shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to (x) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphSection 2.04(d); and, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction.
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of The Company immediately shall notify each Shareholder holding such Registrable Securities to consummate the disposition of covered by such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening occurrence of any an event as a result of which requiring the prospectus included in such registration statement contains an untrue statement preparation of a material fact supplement 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) The Shareholders shall have the right to select an underwriter or underwriters in light connection with any Public Offering resulting from its exercise of a Demand Registration (including any Underwritten Takedown), if such underwriter or underwriters is reasonably acceptable to the Company. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all other actions as are reasonably required to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andunderwriting arrangements with FINRA.
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriterThe Company shall make available, if any: (i) when at the registration statementoffices where normally kept, any pre-effective amendmentduring the Company’s normal business hours, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by Shareholder who certifies to the Company that it has a current intention to sell and any underwriter, if any, underwriter participating or which is considering participating in any disposition to be effected pursuant to such a registration statement being filed by the Company pursuant to this Section 2.04 and by any attorney, accountant or other agent professional retained by any such seller Shareholder or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable any of the Inspectors to exercise its due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement statement. Records that the Company determines, in order good faith, to permit them to exercise their due diligence responsibility; and
be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) Promptly prior the Inspector reasonably believes the disclosure of such Records is necessary to the filing of any document which is to be incorporated by reference into the avoid or correct a misstatement or omission in such registration statement or (ii) the prospectus (after the initial filing release of such registration statement) and which contains Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Shareholder agrees that information regarding the selling Holders, provide copies obtained by it as a result of such document to counsel inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the selling Holders of Registrable Securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company shall use commercially reasonable efforts to furnish to each Registering Shareholder and to each managing such underwriter, and make if any, a signed counterpart, addressed to such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders Shareholder or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, opinions of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anyCompany, and (ii) a comfort letter dated such date, or comfort letters from the Company’s independent certified public accountant accountants and (iii) any opinion of PRGXa “qualified independent underwriter”, each in customary form and substance covering such matters of the kind customarily covered by opinions or comfort letters, as is customarily given by independent certified public accountants the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company shall otherwise use commercially reasonable efforts to underwriters 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 or such other document covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement satisfies the requirements of Rule 158 under the Securities Act.
(j) The Company may require each Shareholder promptly to furnish in an underwritten public officering, addressed writing to the underwriters, if any, Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and to the Holders requesting registration of Registrable Securities;such other information as may be legally required in connection with such registration.
(lk) Use its best efforts to cooperate with Each Shareholder agrees that, upon receipt of any notice from the Holders requesting registration Company of the happening of any event of the kind described in Section 2.04(e), such Shareholder forthwith shall discontinue disposition of Registrable Securities pursuant to this Agreement in the disposition registration statement covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.04(e) to the date when the Company shall make available to such Shareholder prospectuses supplemented or amended to conform with the requirements of Section 2.04(e).
(l) The Company shall use commercially reasonable efforts to list all Registrable Securities covered by such registration statement, including without limitation in statement on any securities exchange or quotation system on which the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter Common Shares are appropriate for such underwritten offering;then listed or traded.
(m) Cooperate with The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and (ii) otherwise use their reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and.
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide The Company shall designate a transfer agent and registrar for all the class or classes or series of securities which includes such Registrable Securities registered pursuant hereto and obtain a CUSIP number for all such Registrable Securitiesthe same, in each case not later than the date such registration is declared effective date of such registrationby the SEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Centerline Holding Co), Registration Rights Agreement (Centerline Holding Co)
Registration Procedures. Whenever (a) Subject to the requirements set forth in Section 5(b) and Section 9, whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this AgreementAgreement or made a Shelf Offering Request, PRGX will the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(ai) Prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective and remain effective for such period of time as soon as practicable after filing; provided, however, that PRGX shall have no obligation is necessary to include securities in a enable the disposition of all Registrable Securities covered by such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andstatement;
(bii) Notify in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission such amendments and supplements, and any prospectuses or prospectus supplements used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;
(iii) notify each Holder of (A) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (C) the filing and subsequent effectiveness of each registration statement filed hereunder hereunder, and (D) the filing and subsequent effectiveness of any supplement to, or amendment of, any prospectus forming part of each registration statement filed hereunder;
(iv) subject to the requirements set forth in Section 5(b) and Section 9, and subject always to the provisions of Section 2, prepare and file with the SEC Securities and Exchange Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter for a period as PRGX may notify be required in accordance with the Holders in the case provisions of a Registration under Article IISection 2(c)(i), and comply in all material respects with the provisions of the Securities Act Act, as applicable to the Company, with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(cv) Furnish, without charge, furnish to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, thereunder such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and;
(dvi) Use its use reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect selling Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers selling Holder (provided that PRGX will the Company shall not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
, (eB) Use its best efforts subject itself to obtain all taxation in any such jurisdiction in which it was not otherwise subject to taxation or (C) produce a prospectus or other approvalsdisclosure or similar document in such jurisdiction, covenants, exemptions or authorizations from such governmental agencies or authorities except as may be necessary to enable required by the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andAct);
(fvii) Notify notify each seller selling Holder (A) as soon as practicable after receipt thereof, of any written comments by the Securities and Exchange Commission, or any request by the Securities and Exchange Commission or other federal or state governmental authority for amendments or supplements to such Registrable registration statement or such prospectus, or for additional information (whether before or after the effective date of the registration statement) or any other correspondence with the Securities promptly and Exchange Commission relating to, or which may affect, the registration and make every reasonable effort to respond to, and as applicable, resolve, such comments and (B) at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains contains, to the Company’s knowledge, 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 existingany material respect, and and, subject to Article I(c) hereofSection 2(e), at the reasonable request of any such seller, the Company shall prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, any material respect;
(viii) use reasonable best efforts to cause it all such Registrable Securities to become effective as soon as possible; andbe listed on such securities exchange on which the other Ordinary Shares issued by the Company are then listed;
(gix) Promptly notify each Holder selling provide a transfer agent, registrar and CUSIP number for all such Registrable Securities covered by not later than the effective date of such registration statement statement;
(x) enter into and each managing underwriterperform its obligations under such customary agreements (including underwriting agreements in customary form), which may include indemnification provisions in favor of underwriters, and make such representations and warranties to the underwriters, if any: (i) when the registration statement, any pre-effective amendmentin form, the prospectus or any prospectus supplement related thereto or post-effective amendment substance and scope as are customarily made by issuers in public offerings similar to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andoffering then being undertaken;
(hxi) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent attorney retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate and business documents and properties of PRGXthe Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s employees and independent accountants to make themselves available (upon adequate notice and as reasonably required) to discuss the business of the Company and to supply all information reasonably requested by any such seller, underwriter, attorney, accountant underwriter or agent its attorney in connection with such registration statement statement, in order each case, to permit them to exercise their due diligence responsibility; andthe extent in accordance with customary practice for such dispositions or transactions;
(ixii) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its use reasonable best efforts to furnish, at the request of ensure that any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale Free Writing Prospectus utilized in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion any Demand Registration or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, Piggyback Registration hereunder complies in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate all material respects with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statementAct, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names is filed in accordance with the underwriting agreement prior to any sale of Registrable Securities Act to the underwriters orextent required thereby, if not an underwritten offering, and is retained in accordance with the written instructions of Securities Act to the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; andextent required thereby;
(nxiii) In in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock Ordinary Shares included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(oxiv) If cooperate with any selling Holder and underwriter participating in the offering is disposition of such Registrable Securities and their counsel as may be reasonably requested in connection with any filings required to be underwritten, enter into made with FINRA;
(xv) use reasonable best efforts to make available officers of the Company to participate with any necessary agreements underwriters in any “road shows” or other customary selling efforts that may be agreed in advance between the Holders and the Company in connection therewith with the methods of distribution for the Registrable Securities;
(xvi) in the case of any underwritten Public Offering pursuant to the rights contained in this Agreement and to the extent reasonably requested by the managing underwriters, use its reasonable best efforts to obtain one or more comfort letters from the Company’s independent registered public accountants in customary form and covering such matters of the type customarily covered by comfort letters;
(xvii) subject to the requirements set forth in Section 5(b) and Section 9, in the case of any underwritten Public Offering pursuant to the rights contained in this Agreement and to the extent reasonably requested by the managing underwriters, use its reasonable best efforts to provide a legal opinion and negative assurance statement of the Company’s outside counsel (which may be addressed to the underwriters), dated the closing date of the Public Offering, in customary form and covering such matters of the type customarily covered by legal opinions and negative assurance statements of such nature, which opinion and negative assurance statement shall be addressed to the underwriters;
(xviii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective in accordance with the provisions of Section 2(c)(i);
(xix) take no direct or indirect action prohibited by Regulation M under the Exchange Act;
(xx) if required by the Company’s transfer agent in connection with a proposed sale of shares by a Holder, the Company will use reasonable efforts to cause opinions of Company counsel to be delivered to the transfer agent, together with any authorization or direction letter from the Company, as required by the transfer agent to transfer shares without any restrictive legend;
(xxi) use all reasonable efforts to facilitate the settlement of the shares to be sold pursuant to this Agreement, including an underwriting agreement containing customary representations, warranties and agreements)through the facilities of The Depository Trust Company; and
(pxxii) Cause take all other customary steps reasonably necessary to effect the registration, offering, sale and listing of the Registrable Securities contemplated hereby.
(b) The Company may require each Holder requesting, or electing to participate in, any registration to furnish the Company such information regarding such Holder and the distribution of such Registrable Securities registered pursuant hereto as the Company may from time to be listed on each securities exchange time reasonably request in writing. Each of the Holders severally represents, warrants and agrees that such Holder: (i) will at all times co-operate with the Company in order to carry out this Agreement; (ii) will promptly do all things required of such Holder, and provide the Company or underwriters, as applicable, with all deliverables required from such Holder, in connection with any Demand Registration or Piggyback Registration; and (iii) will comply with all requirements of any underwriting agreement applicable to such Holder, including but not limited to, entering into, providing and/or procuring the delivery of certificates, letters, questionnaires, powers of attorney, custody agreements, indemnities, opinions and other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securitiesreasonably requested documents, in each case not later than as customarily provided in, and in customary form for, offerings similar to the effective date offering then being undertaken. Any obligations of the Company to comply with timing requirements in or pursuant to this Agreement or in connection with the distribution of Registrable Securities shall be subject to each such registrationHolder’s performance under this clause (b) and Section 9.
Appears in 2 contracts
Sources: Registration Rights Agreement (IHS Holding LTD), Registration Rights Agreement (IHS Holding LTD)
Registration Procedures. Whenever If and whenever the Holders Company is required by the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts Section 2 to effect the registration and of Registrable Securities, the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicableCompany shall:
(a) Prepare promptly prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor any form if PRGX is eligible to use such form, or on such substitute form reasonably chosen that may be utilized by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt the Company and that shall permit the disposition of the requestRegistrable Securities in accordance with the intended method or methods of disposition thereof, and use its reasonable best efforts to cause such registration statement to become effective as soon promptly as practicable after filing; providedand remain effective thereafter as provided herein, however, provided that PRGX shall have no obligation prior to include securities in filing a registration statement pursuant or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, the Company will furnish to Article II if that each of the Investors whose Registrable Securities are covered by such registration statement is withdrawn for any reason; andstatement, their counsel and the underwriters copies of all such documents proposed to be filed sufficiently in advance of filing to provide them with a reasonable opportunity to review such documents and comment thereon;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments (including post-effective 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and current and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during statement, including such period in accordance with amendments (including post-effective amendments) and supplements as may be necessary to reflect the intended methods method of disposition by the prospective seller or sellers thereof set forth of such Registrable Securities, provided that except in the case of a shelf registration under Section 2.2(c) such registration statement need not be kept effective and current for longer than 120 days subsequent to the effective date of such registration statement;
(c) provide customary indemnity and contribution arrangements to any qualified independent underwriter or qualified independent pricer as defined in Schedule E of the Bylaws of the National Association of Securities Dealers, Inc. (a "Qualified Independent Underwriter/Pricer"), if requested by such Qualified Independent Underwriter/Pricer, on such reasonable terms as such Qualified Independent Underwriter/Pricer customarily requires;
(d) subject to receiving reasonable assurances of confidentiality, for a reasonable period after the filing of such registration statement, and furnishthroughout each period during which the Company is required to keep a registration effective, without chargemake available for inspection by the selling holders of Registrable Securities being offered, and any underwriters, and their respective counsel, such financial and other information and books and records of the Company, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company to respond to such inquiries as shall be reasonably necessary, in the judgment of such counsel, to each seller conduct a reasonable investigation within the meaning of Registrable Securities, in accordance with Section 9.1 hereof, copies 11 of all correspondence between PRGX and the SEC relating to such registration; andSecurities Act;
(ce) Furnish, without charge, to each seller promptly notify the selling holders of Registrable Securities and each underwriterany underwriters and confirm such advice in writing, if any(i) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, in accordance and, with Section 9.1 hereofrespect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the Commission, by the National Association of Securities Dealers Inc. ("NASD"), and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by any such number entity for amendments or supplements to such registration statement or prospectus or for additional information, (iii) of copies the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (including all exhibits), each amendment iv) if at any time the representations and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements warranties of the Securities Act Company cease to be true and such other documents as such seller may reasonably request correct in order all material respects, (v) of the receipt by the Company of any notification with respect to facilitate the disposition suspension of the qualification of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process sale in any jurisdiction where it would not otherwise be required to qualify or file but the initiation or threatening of any proceeding for this subparagraph); and
such purpose, or (evi) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, that such registration statement, prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in any of the happening of any event as a result of which the prospectus included in such registration statement foregoing, contains 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 existingtherein, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were are made, not misleading;
(f) furnish to each selling holder of Registrable Securities being offered, and any underwriters, prospectuses or amendments or supplements thereto, in such quantities as they may reasonably request and as soon as practicable, that update previous prospectuses or amendments or supplements thereto;
(g) permit selling holders of Registrable Securities to rely on any representations and warranties made to any underwriter of the Company or any opinion of counsel or "cold comfort" letter delivered to any such underwriter, and in the case of an amendment indemnify each such holder to the registration statement, same extent that it indemnifies any such underwriter;
(h) use reasonable best efforts to (i) register or qualify the Registrable Securities to be included in a registration statement hereunder under such other securities laws or blue sky laws of such jurisdictions within the United States of America as any selling holder of such Registrable Securities or any underwriter of the securities being sold shall reasonably request, (ii) keep such registrations or qualifications in effect for so long as the registration statement remains in effect and (iii) take any and all such actions as may be reasonably necessary or advisable to enable such holder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities owned by such holder; PROVIDED, HOWEVER, that the Company shall not be required for any such purpose to (x) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 2.5(h), (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction;
(i) cause it all such Registrable Securities to become effective be listed or accepted for quotation on each securities exchange or automated quotation system on which the Company's Common Stock then trades;
(j) otherwise use best efforts to comply with all applicable provisions of the Securities Act, and rules and regulations of the Commission, and make available to its security holders, as soon as possiblereasonably practicable, an earnings statement covering a period of at least twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and
(gk) Promptly notify each Holder selling Registrable Securities covered by provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement and each managing underwriter(and, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the such registration statement has been filed andincludes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement or any post-effective amendmentstatement, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or each amendment and supplement thereto, the prospectus related included therein (including the preliminary prospectus) and such other documents relating thereto or for additional information; in customary form and (iii) covering such matters of the receipt type customarily covered by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt legal opinions of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationnature.
Appears in 2 contracts
Sources: Investors Rights Agreement (Satcon Technology Corp), Investors Rights Agreement (Beacon Power Corp)
Registration Procedures. Whenever In connection with the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company's registration obligations under Section 2 hereof, the Company shall effect such registrations to this Agreement, PRGX will use its reasonable best efforts to effect the registration and permit the sale of such the Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(a) Prepare and file with the SEC a Registration Statement or Registration Statements on any appropriate form under the Securities and Exchange Commission ("SEC") a registration statement with respect to such Act available for the sale of the Registrable Securities on Form S-1 by the Holders in accordance with the intended method or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt methods of the requestdistribution thereof and shall include all required financial statements, and use its reasonable best efforts to cause each such registration statement Registration Statement to become effective and remain effective as soon provided herein; provided that before filing any such Registration Statement or Prospectus or any amendments or supplements thereto the Company shall furnish within a reasonable time period to each Selling Holder (if requested by such Selling Holder) and the Managing Underwriters of such offering, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of such Selling Holders (if requested by such Selling Holders) and such Managing Underwriters, and the Company shall not file any such Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which such Selling Holders shall reasonably object in writing within five Business Days after the receipt thereof. In addition, the Company shall use its best efforts to reflect in each such document referenced in this paragraph so filed with the SEC such comments as practicable after filing; providedeach Selling Holder and the Managing Underwriters, howeverif any, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andmay propose.
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and Subject to Section 2(c), prepare and file with the SEC such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection therewith each Registration Statement as may be necessary to keep such registration statement Registration Statement continuously effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of for the applicable prospectus delivery periodperiod specified in Section 2; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) or such shorter period as PRGX may notify under the Holders in the case of a Registration under Article II, Securities Act and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such the applicable period in accordance with the intended methods of or disposition by the sellers thereof set forth in such registration statement, Registration Statement as so amended or such Prospectus as so supplemented. The Company shall ensure that (i) any Shelf Registration and furnish, without charge, to each seller of Registrable Securities, any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto complies in accordance all material respects with Section 9.1 hereof, copies of all correspondence between PRGX the Act and the SEC relating to such registration; and
rules and regulations thereunder, (cii) Furnishany Shelf Registration and any amendment thereto does not, without chargewhen it becomes effective, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains contain an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading and (iii) any Prospectus forming part of any Shelf Registration, and subject any amendment or supplement to Article I(csuch Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) hereofNotify each Selling Holder and the Managing Underwriters, prepare if any, promptly, and file as soon as practicable (if requested by any such Person) confirm such notice in writing, (i) when a Prospectus, any Prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement has been filed with the SEC, but in no event later than thirty and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (30ii) days after awareness of such eventany request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, and promptly notify each Holder (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, (v) of the filing of, existence of any fact or happening of any event which makes any statement of a supplement material fact in such Registration Statement or related Prospectus or any document incorporated or deemed to such prospectus be incorporated therein by reference untrue or an amendment to which would require the registration statement so that, as thereafter delivered to making of any changes in the purchasers of such Registrable Securities, such prospectus Registration Statement or Prospectus in order that the Registration Statement will not contain an any 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 not misleading misleading, and that the Prospectus will not contain any 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 the light of the circumstances under which they were made, not misleading, and (vi) of the Company's good faith determination that a post-effective amendment to a Registration Statement is required by applicable laws, rules or regulations.
(d) Use its best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment.
(e) If requested by the Selling Holders or the Managing Underwriters, if any, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Selling Holders or the Managing Underwriters, if any, and the Company mutually agree should be included therein, and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters proposed to be incorporated in such Prospectus supplement or post-effective amendment.
(f) Furnish to the Selling Holders and each Managing Underwriter, if any, without charge, at least one conformed copy of the Registration Statement or Statements and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.
(g) Deliver to each Selling Holder and each Managing Underwriter, if any, in connection with any offering of Registrable Securities, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; and the Company hereby consents to the use of such Prospectus or each amendment or supplement thereto by each of the Selling Holders and the Underwriters, if any, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto.
(h) Prior to any public offering of Registrable Securities, to register or qualify or cooperate with the Holders and the Managing Underwriters, if any, in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as the Selling Holders or Managing Underwriters reasonably requests in writing, keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement, provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process in suits or to taxation in any jurisdiction where it is not then so subeject.
(i) Cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies in addition to the SEC or authorities within the United States as may be necessary to enable each Selling Holder or the Managing Underwriters, if any, to consummate the disposition of such Registrable Securities.
(j) During the Effectiveness Period (subject to the provisions of Section 2(c)), immediately upon the existence of any fact or the occurrence of any event as a result of which (i) a Registration Statement shall contain any 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 circumstances under which they were made made, not misleading, or (ii) a Prospectus shall contain any 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 the light of the circumstances under which they were made, not misleading, promptly prepare and file a post-effective amendment to each Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document (such as a Current Report on Form 8-K) that would be incorporated by reference into the Registration Statement so that the Registration Statement shall not contain any 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 not misleading, in light of the circumstances under which they were made, and so that the Prospectus will not contain any 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 the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder; and in the case of an a post-effective amendment to the registration statementa Registration Statement, use reasonable its best efforts to cause it to become effective as soon as possible; andpracticable.
(gk) Promptly notify each Holder selling Registrable Securities covered Enter into such agreements (including, in the event of an Underwritten Offering, an underwriting agreement in form, scope and substance as is customary in Underwritten Offerings) and take all such other actions in connection therewith (including, in the event of an the Underwritten Offering, those reasonably requested by such registration statement and each managing underwriterthe Managing Underwriters, if any: , or the Holders of a majority of the Registrable Securities) in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into, and if the registration is an Underwritten Registration, (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment make such representations and warranties to the registration statement has been filed and, Holders and the underwriters with respect to the registration statement business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or any post-effective amendmentdeemed incorporated by reference, when if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same has become effectiveif and when requested; (ii) use its best efforts to obtain opinions of any request by the SEC or any state securities authority for amendments or supplements counsel to the registration statement or Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the prospectus related thereto or for additional informationManaging Underwriters, if any, and the Holders of a majority of the Registrable Securities) addressed to each of the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Managing Underwriters; and (iii) use its best efforts to obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the receipt by PRGX Company (and, if necessary, any other certified public accountants of any notification subsidiary of the Company or any business acquired or to be acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the Managing Underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with respect Underwritten Offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold, the Managing Underwriters, if any, to evidence the continued validity of the representations and warranties of the Company and its subsidiaries made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement as and to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andextent required thereunder.
(hl) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably Make available for inspection by a representative of the Selling Holders, any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, Managing Underwriter participating in any disposition to be effected pursuant to such registration statement of Registrable Securities, and by any attorney, attorney or accountant or other agent retained by any such seller the Selling Holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company and its subsidiaries, and cause the executive officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested by any such sellerrepresentative, underwriterManaging Underwriter, attorney, attorney or accountant or agent in connection with such registration statement disposition; provided, however, that any information that is reasonable and in order to permit them to exercise their due diligence responsibility; and
good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such Persons, unless (i) Promptly prior disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any document which is to be incorporated by reference into the registration statement Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of disclosure or failure to safeguard by any such Person or (iv) such information becomes available to any such Person from a source other than the Company and such source is not bound by a confidentiality agreement.
(m) Comply with all applicable rules and regulations of the SEC in all material respects and make generally available to its securityholders earnings statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the initial filing end of any 12-month period (or 90 days after the end of any 12-month period if such registration statementperiod is a fiscal year) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(ji) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, commencing at the request end of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such fiscal quarter in which Registrable Securities are delivered sold to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an firm commitment or best efforts underwritten public offering, addressed to the underwriters, if any, offering and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants if not sold to underwriters in such an underwritten public officeringoffering, addressed to commencing on the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition first day of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives first fiscal quarter of the Company and its subsidiaries to participate under commencing after the direction effective date of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;Registration Statement, which statements shall cover said 12-month periods.
(mn) Cooperate with the selling Selling Holders of Registrable Securities and the managing underwriterManaging Underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends representing the Registrable Securities to be soldlegends, and cause enable such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for as such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; andSelling Holder may request.
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.Ca
Appears in 2 contracts
Sources: Stock Purchase Agreement (World Access Inc), Stock Purchase Agreement (World Access Inc)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts Company is required by the provisions hereof to effect the registration and the sale of such any shares of Registrable Securities in accordance with under the intended method of disposition thereofAct, and pursuant thereto PRGX will the Company will, as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, securities and use its reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as soon as practicable after filing; herein provided), however, that PRGX shall have no obligation and promptly provide to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andthe holders of Registrable Securities copies of all filings and Commission letters of comment;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold the latest of: (but not before i) six months after the expiration latest exercise period of the applicable prospectus delivery periodWarrants; (ii) twelve months after the Maturity Date of the Note or such shorter period as PRGX may notify Put Note; or (iii) two years after the Holders in the case of a Registration under Article IIClosing Date, or Put Closing Date and comply with the provisions of the Securities Act with respect to the disposition of all securities of the Registrable Securities covered by such registration statement during such period in accordance with the Seller's intended methods method of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to statement for such registration; andperiod;
(c) Furnishfurnish to the Seller, without charge, and to each seller of Registrable Securities and each underwriter, underwriter if any, in accordance with Section 9.1 hereof, such number of copies of such the registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement therein (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller persons reasonably may reasonably request in order to facilitate the public sale or their disposition of the Registrable Securities owned securities covered by such seller; andregistration statement;
(d) Use use its best efforts to register or qualify such the Seller's Registrable Securities covered by such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions within the United States as the sellers or any Seller and in the case of an underwritten public offering, the managing underwriter shall reasonably request, to keep provided, however, that the Company shall not for any such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not purpose be required to qualify generally to do transact business as a foreign corporation in any jurisdiction where it is not so qualified or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable list the sellers of such Registrable Securities to consummate covered by such registration statement with any securities exchange on which the disposition Common Stock of such Registrable Securities; andthe Company is then listed;
(f) Notify immediately notify the Seller and each seller of underwriter under such Registrable Securities promptly registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and;
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by the Seller, any seller of such Registrable Securities covered by underwriter participating in any distribution pursuant to such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller the Seller or any such underwriter, all pertinent publicly available, non-confidential financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such the seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Sources: Subscription Agreement (Aethlon Medical Inc), Subscription Agreement (Ibiz Technology Corp)
Registration Procedures. Whenever the Holders of Registrable Securities have Company is required to effect a registration hereunder (or, as applicable, requested that any Registrable Securities be registered pursuant to this Agreementassist in connection with a sale under a shelf registration statement), PRGX will the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will thereof as expeditiously promptly as practicable, and, in connection with any such request, as applicable:
(a) Prepare The Company shall as expeditiously as reasonably practicable prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt be registered thereunder in accordance with the intended method of the requestdistribution thereof, and use its reasonable best efforts to (i) cause such filed registration statement to become effective as soon as practicable after filing; providedand remain effective, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
and (bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to promptly update such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until so that date when all Registrable Securities covered by such registration statement have been sold (but it does not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, until all of the Registrable Securities included in such registration statement shall have actually been sold thereunder; provided that, at the request of any Holder, the intended method of distribution relating to the sale of the Registrable Securities to be registered thereunder shall provide for individual Holders to be named as selling stockholders under such registration statement.
(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to each Holder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as a Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. The Holders shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to the Holders, and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to 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 not misleading.
(c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify the Holders of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable best efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Holders reasonably (in light of the circumstances then existing, Holders’ intended plan of distribution) requests and subject to Article I(c(ii) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of cause such event, and promptly notify each Holder of Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the filing ofbusiness and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable a Holder to consummate the disposition of the Registrable Securities owned by such Holder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.9(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company shall immediately notify the Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading and promptly prepare and make available to the Holders and file with the SEC any such supplement or amendment.
(f) The Company shall select an underwriter or underwriters in light connection with any Underwritten Offering; provided that, in the event of a Demand Registration requested by the ▇▇▇▇▇▇ Holders or the Vestar Holders, such underwriter or underwriters shall be selected by the ▇▇▇▇▇▇ Holders or the Vestar Holders, as the case may be, with the consent of the circumstances under Company (which they were made consent shall not be unreasonably withheld). In connection with any Underwritten Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Underwritten Offering, including, to the extent necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the FINRA.
(g) Subject to the execution of confidentiality agreements satisfactory in form and substance to the Company in the case exercise of an amendment its good faith judgment, the Company will give to the registration statementHolders, their counsel and accountants (i) reasonable and customary access to its books and records, that, in the opinion of the Board are pertinent corporate documents, and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel, to the Holders, to enable them to exercise its due diligence responsibility.
(h) The Company shall use its reasonable best efforts to cause it furnish to become effective the Holders and to each such underwriter, if any, a signed counterpart, addressed to the Holders or such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as soon the case may be, as possible; andthe Holder and the underwriters reasonably request.
(gi) Promptly notify each Each Holder selling shall promptly furnish in writing to the Company such information regarding such Holder that is reasonably necessary for the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information regarding such Holder as may be legally required or advisable in connection with such registration.
(j) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.9(e), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Holder’s Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.9(e), and, if so directed by the Company, such Holders shall destroy all copies, other than any permanent file copies then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.9(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.9(e) to the date when the Company shall make available to the Holders a prospectus supplemented or amended to conform with the requirements of Section 2.9(e).
(k) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement and each managing underwriter, if any: on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.
(l) The Company shall have appropriate officers of the Company (i) when prepare and make presentations at any “road shows” and before analysts and rating agencies, as the registration statementcase may be, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of take other actions to obtain ratings for any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; Registrable Securities and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise otherwise use their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its reasonable best efforts to cooperate with as reasonably requested by the Holders requesting registration of Registrable Securities pursuant to this Agreement underwriters in the disposition offering, marketing or selling of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;Securities.
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will The Company shall use its reasonable best efforts to promptly obtain take all other steps necessary to effect the withdrawal registration of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationcontemplated hereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (Duff & Phelps Corp), Registration Rights Agreement (Duff & Phelps Corp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities are to be registered pursuant to this AgreementArticle VIII hereof, PRGX will the Company will, at its expense, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereofthereof as quickly as practicable, and pursuant thereto PRGX in connection with any such request, the Company will as expeditiously as practicable:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt be registered thereunder in accordance with the intended method of the requestdistribution thereof, and use its reasonable best efforts and proceed diligently and in good faith to cause such filed registration statement to become effective as soon as practicable after filingunder the Securities Act; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to all Selling Holders and to one counsel reasonably acceptable to the Company selected by the Selling Holders, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and the Company will pay the reasonable fees of such counsel; provided, howeverthat in connection with a Demand Registration, that PRGX the Company shall have no obligation to include securities in a not file any registration statement pursuant to Article II or prospectus, or any amendments or supplements thereto, if that the Demand Holders who hold a majority of the Registrable Securities covered by such registration statement is withdrawn for any reason; andstatement, their counsel, or the managing Underwriters shall reasonably object, in writing, on a timely basis;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date for a period (except as provided in the last paragraph of this Article VIII) of not less than 270 consecutive days or, if shorter, the period terminating when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery periodperiod referred to in Section 4(3) or such shorter period as PRGX may notify of the Holders in the case of a Registration under Article IISecurities Act and Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers Selling Holders thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(c) Furnish, without charge, furnish to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such Selling Holder such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller Selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andSelling Holder;
(d) Use notify the Selling Holders promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective under the Securities Act and each applicable state law, (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event which makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any 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 not misleading, and that in the case of the prospectus, it will not contain any 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 circumstances under which they were made, not misleading and (vi) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(e) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment;
(f) cooperate with the Selling Holders and the managing Underwriter or Underwriters to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depositary Trust Company; and enable such Registrable Securities to be registered in such names as the managing Underwriter or Underwriters may request at least 2 business days prior to any sale of Registrable Securities;
(g) use its best efforts to register or qualify such Registrable Securities as promptly as practicable under such other securities or blue sky laws of such jurisdictions within as any Selling Holder or managing Underwriter reasonably (in light of the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect intended plan of distribution) requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Selling Holder or managing Underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (Selling Holder; provided that PRGX the Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (g); and, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(eh) Use use its best efforts to obtain all cause such Registrable Securities to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the sellers of such Registrable Securities Selling Holder or Selling Holders thereof to consummate the disposition of such Registrable Securities; and;
(fi) Notify each seller enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(j) make available for inspection by any Selling Holder of such Registrable Securities, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained, and paid, by any such Selling Holder or Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event agrees that information obtained by it as a result of which such inspections shall be deemed confidential and shall not be used by it as the prospectus included basis for any market transactions in such registration statement contains 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 securities of the circumstances then existingCompany or its Affiliates unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, and subject to Article I(c) hereof, prepare and file as soon as practicable upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(k) use its best efforts to obtain a comfort letter or comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the Selling Holders of a majority of the shares of Registrable Securities being sold or the managing Underwriter or Underwriters reasonably requests;
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, but in no event later than thirty and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within 3 months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11
(30a) days after awareness of the Securities Act;
(m) use its best efforts to cause all such event, and promptly notify each Holder of Registrable Securities of to be listed on each securities exchange on which similar securities issued by the filing ofCompany are then listed or quoted on any inter-dealer quotation system on which similar securities issued by the Company are then quoted;
(n) if any event contemplated by paragraph (d)(v) above shall occur, as promptly as practicable prepare a supplement or amendment or post-effective amendment to such registration statement or the related prospectus or an amendment to the registration statement any document incorporated therein by reference or promptly file any other required document so that, as thereafter delivered to the purchasers of such the Registrable Securities, such the prospectus will not 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 not misleading misleading;
(o) cooperate and assist in light any filing required to be made with the National Association of the circumstances under which they were made Securities Dealers, Inc. and in the case performance of an amendment to the registration statementany due diligence investigation by any underwriter, use reasonable best efforts to cause it to become effective as soon as possibleincluding any "qualified independent underwriter," or any Selling Holder; and
(gp) Promptly notify cooperate fully with the marketing and sale of securities in accordance with this Agreement including, without limitation, providing marketing support and causing the appropriate member(s) of management to participate in "road show" presentations and attend meetings with Underwriters as requested by the Parties or the Underwriters. The Company may require each Selling Holder selling to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as it may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything herein to the contrary, the Company shall have the right to exclude from any offering the Registrable Securities of any Selling Holder who does not comply with the provisions of the immediately preceding sentence. Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (d)(v) above, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (d)(v) above, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies, then in such Selling Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to paragraph (d)(v) above to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the a prospectus supplemented or any prospectus supplement related thereto or post-effective amendment amended to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate conform with the Holders requesting registration requirements of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
paragraph (md)(v) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationabove.
Appears in 2 contracts
Sources: Stockholders Agreement (Aki Inc), Stockholders Agreement (Aki Holding Corp)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with this Agreement, the intended method of disposition thereofCompany will, and pursuant thereto PRGX will as expeditiously as practicablepossible:
(ai) Prepare and prepare and, in any event within 120 days after the end of the period within which a request for registration may be given to the Company, file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; effective, provided, however, that PRGX shall have no obligation the Company may discontinue any registration of its securities which is being effected pursuant to include securities in a Section 2 at any time prior to the effective date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but for a period not before the expiration in excess of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, 270 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, and furnishor any amendments or supplements thereto, without chargethe Company will furnish to counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders, copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;
(iii) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), and of each amendment and supplement theretothereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and;
(div) Use use its best efforts to register or qualify such Registrable Securities under covered by such other securities or blue sky laws of registration in such jurisdictions within the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Seller, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (iv), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use use its best efforts to obtain all cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; and;
(fvi) Notify notify each seller of any such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in clause (ii) of this Section 4, of the happening of any event as a result of which Company's becoming aware that the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and subject to Article I(c) hereofat the request of any such seller, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement furnish to such seller a reasonable number of copies of an amended or supplemental prospectus or an amendment to the registration statement as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and in regulations of the case SEC, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of an amendment to the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(viii) (A) use reasonable its best efforts to cause it list such Registrable Securities on any securities exchange on which the Common Stock is then listed (or if the Common Stock is not then listed, on any securities exchange requested) if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; (B) if such Registrable Securities are Common Equivalent Securities, upon the reasonable request of sellers of a majority of shares of such Registrable Securities, use its best efforts to become effective as soon as possiblelist the Common Equivalent Securities and, if requested, the Common Stock underlying such Common Equivalent Securities, notwithstanding that at the time of request such sellers hold only Common Equivalent Securities, on any securities exchange so requested, if such Registrable Securities are not already so listed, and if such listing is then permitted under the rules of such exchange; and
(gC) Promptly notify each Holder selling and use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(ix) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and each managing underwriterother persons in addition to, or in substitution for the provisions of Section 5 hereof, and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any: , reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities;
(ix) when obtain a "cold comfort" letter or letters from the Company's independent public accounts in customary form and covering matters of the type customarily covered by "cold comfort" letters as the seller or sellers of a majority of shares of such Registrable Securities shall reasonably request (provided that Registrable Securities constitute at least 25% of the securities covered by such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and);
(hxi) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of 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;
(xii) notify counsel (selected pursuant to Section 7 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in order to permit them to exercise their due diligence responsibility; and
writing (i) Promptly prior when the registration statement, or any post-effective amendment to the filing registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any document which is comments from the SEC, (iii) of any request of the SEC to be incorporated by reference into amend the registration statement or amend or supplement the prospectus or for additional information, and (after iv) of the initial filing issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(xiii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;
(xiv) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement) , promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and which contains information regarding with respect to any other terms of the selling Holders, provide copies underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such document to counsel for prospectus supplement or post-effective amendment as soon as practicable after being notified of the selling matters incorporated in such prospectus supplement or post-effective amendment;
(xv) cooperate with the Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of covered by the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriteror agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends legends) representing the Registrable Securities securities to be soldsold under the registration statement, and cause enable such Registrable Securities securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement prior managing underwriter or agent, if any, or such Holders may request;
(xvi) obtain for delivery to any sale the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securitiesor agents and their counsel; and
(nxvii) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (vi) of this Section 4, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 4, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in clause (ii) of this Section 4 shall be extended by the number of days during the period from and including the date of the issuance giving of any stop order suspending such notice pursuant to clause (vi) of this Section 4 and including the effectiveness date when each seller of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in Registrable Securities covered by such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller shall have received the copies of such order, and subject to Article I(cthe supplemented or amended prospectus contemplated by clause (vi) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationthis Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kindercare Learning Centers Inc /De), Registration Rights Agreement (KCLC Acquisition Corp)
Registration Procedures. Whenever (a) If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale and/or offering of such any Registrable Securities under the Securities Act as provided in Section 1.1, Section 1.2 or Section 1.3, the Company shall as expeditiously as reasonably practicable:
(i) prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method or methods of disposition thereof, distribution of such securities and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to thereafter use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filingpursuant to the terms of this Article I; provided, however, that PRGX shall have no obligation the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if relating thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish to the Holders which are including Registrable Securities in such registration (“Selling Stockholders”), their counsel and the lead managing underwriter(s) and their counsel, if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel, and other documents reasonably requested by such counsel, including any comment letter from the Commission, and, if requested by such counsel, provide such counsel a reasonable opportunity to participate in the preparation of such registration statement and each prospectus included therein. The Company shall not file any such registration statement or prospectus or any amendments or supplements thereto with respect to a Demand Registration to which the Holders of a majority of Registrable Securities held by the Selling Stockholder(s), their counsel or the lead managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is withdrawn for any reason; andnecessary to comply with Applicable Law;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before pursuant to the expiration terms of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under this Article III, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during statement;
(iii) if requested by the lead managing underwriter(s), if any, or the Holders of a majority of the then outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a prospectus supplement or post-effective amendment such period information as the lead managing underwriter(s), if any, and such Holders may reasonably request in accordance with order to permit the intended methods method of disposition by distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the sellers thereof set forth in Company has received such registration statementrequest; provided, and furnishhowever, without charge, that the Company shall not be required to each seller of Registrable Securitiestake any actions under this Section 1.6(a)(iii) that are not, in accordance the opinion of counsel for the Company, in compliance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; andApplicable Law;
(civ) Furnish, without charge, furnish to each seller of Registrable Securities the Selling Stockholders and each underwriter, if any, in accordance with Section 9.1 hereofof the securities being sold by such Selling Stockholders such number of conformed copies of such registration statement and of each amendment and supplement thereto, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents as such seller Selling Stockholders and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSelling Stockholders;
(dv) Use its use reasonable best efforts to register or qualify or cooperate with the Selling Stockholders, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by such registration statement under such other securities laws or “blue sky sky” laws of such jurisdictions within the United States as the sellers or Selling Stockholders and any managing underwriter of the securities being sold by such Selling Stockholders shall reasonably request, and to keep each such registration or qualification in effect for so long as (or exemption therefrom) effective during the period such registration statement is in effect required to be kept effective and do take any and all other acts and things action which may be reasonably necessary or reasonably advisable to enable such sellers Selling Stockholders and underwriters to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Selling Stockholders, except that PRGX will the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (v) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(evi) Use its use reasonable best efforts to obtain all cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the NASDAQ Stock Market;
(vii) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be reasonably necessary to enable the sellers of such Registrable Securities Selling Stockholder(s) thereof to consummate the disposition of such Registrable Securities; and;
(fviii) Notify each seller use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;
(ix) in an Underwritten Offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and in connection therewith, (A) make representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (B) include in the underwriting agreement indemnification provisions and procedures substantially to the effect set forth in Section 1.9 hereof with respect to the underwriter and all parties to be indemnified pursuant to said Section except as otherwise agreed by the Holders of a majority of the Registrable Securities being sold and (C) deliver such documents and certificates as are reasonably requested by the Holders of a majority of the Registrable Securities being sold, their counsel and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant to sub-clause (A) above and to evidence compliance with any customary conditions contained in the underwriting agreement;
(x) in connection with an Underwritten Offering, use reasonable best efforts to obtain (A) for the underwriter(s) opinions of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters and (B) for the Selling Stockholders and underwriter(s) “comfort” letters and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter to the extent deliverable in accordance with the policies of such accountants) signed by the independent public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with underwritten offerings;
(xi) make available for inspection by the Selling Stockholders, any underwriter participating in any offering pursuant to any registration statement, and any attorney, accountant or other agent or representative retained in connection with such offering by such Selling Stockholders or underwriter (collectively, the “Inspectors”), such financial and other records, pertinent corporate documents and instruments of the Company (collectively, the “Records”), as shall be reasonably necessary, or as shall otherwise be reasonably requested, to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its subsidiaries (and use its reasonable best efforts to cause its auditors) to participate in customary due diligence calls and to supply all information in each case reasonably requested by any such representative, underwriter, attorney, agent or accountant in connection with such registration statement; provided, however, that the Company shall not be required to provide any information under this clause (xi) if (A) the Company reasonably believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing; unless prior to furnishing any such information with respect to clause (1) or (2) such Selling Stockholder requesting such information enters into, and causes each of its Inspectors to enter into, a confidentiality agreement on terms and conditions reasonably acceptable to the Company; provided, further, that each Selling Stockholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by another Governmental Authority, give notice to the Company and allow the Company, at its expense, to undertake appropriate action seeking to prevent disclosure of the Records deemed confidential;
(xii) as promptly as practicable notify in writing the Selling Stockholders and the underwriters, if any, of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other U.S. or state governmental authority for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (E) if at any time when a prospectus relating thereto is required the representations and warranties of the Company contained in any underwriting agreement contemplated by Section 1.6(a)(ix) cease to be delivered under true and correct in any material respect; and (F) subject to the Securities Act provisions of this Agreement relating to a Blackout Period, upon the happening of any event as a result of which the prospectus included that makes any statement made in such registration statement contains an or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue statement of a material fact or omits to state in any material fact required to be stated therein respect or necessary to make that requires the statements therein not misleading making of any changes in light of the circumstances then existingsuch registration statement, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement documents so that, as thereafter delivered to in the purchasers case of such Registrable Securitiesthe registration statement, such prospectus it will not contain an any 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 not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made and in the case of an amendment to the registration statementmade, use reasonable best efforts to cause it to become effective as soon as possible; not misleading, and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting Selling Stockholder, promptly prepare and furnish to such Selling Stockholder a reasonable number of copies of a supplement to or an amendment of such registration of Registrable Securities pursuant to this Agreementstatement or prospectus as may be necessary so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale purchasers of such Registrable 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, in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, light of the counsel representing PRGX for the purposes of such registrationcircumstances under which they were made, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesnot misleading;
(lxiii) Use its use reasonable best efforts to cooperate with obtain the Holders requesting withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of Registrable Securities pursuant to this Agreement in any suspension of the disposition qualification (or exemption from qualification) of any of the Registrable Securities covered by such registration statementfor sale in any jurisdiction at the earliest reasonably practicable date, including without limitation in except that, subject to the case requirements of an underwritten offeringSection 1.6(a)(v), causing key executives of the Company and its subsidiaries shall not for any such purpose be required to participate under (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the direction requirements of the managing underwriter this clause (xiii) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a "road show" scheduled by general consent to service of process in any such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringjurisdiction;
(mxiv) Cooperate cooperate with the selling Holders of Registrable Securities Selling Stockholders and the lead managing underwriter, if any, underwriter(s) to facilitate the timely preparation and delivery of certificates (which shall not bearing bear any restrictive legends unless required under Applicable Law) representing the Registrable Securities securities sold under any registration statement, and enable such securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement lead managing underwriter(s) or such Selling Stockholders may request and keep available and make available to the Company’s transfer agent prior to any sale the effectiveness of such registration statement a supply of such certificates;
(xv) cooperate with each seller of Registrable Securities to and each underwriter or agent participating in the underwriters or, if not an underwritten offering, in accordance with the written instructions disposition of the selling holders of such Registrable Securities at least three business days prior and their respective counsel in connection with any filings required to any sale of Registrable Securitiesbe made with FINRA; and
(nxvi) In the event have appropriate officers of the issuance Company prepare and make presentations at a reasonable number of any stop order suspending “road shows” and before analysts, as the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such ordercase may be, and subject to Article I(c) hereof, will other information meetings reasonably organized by the underwriters and otherwise use its reasonable best efforts to promptly obtain cooperate as reasonably requested by the withdrawal Selling Stockholders and the underwriters in the offering, marketing or selling of such order; andthe Registrable Securities.
(ob) If The Company may require each Selling Stockholder and each underwriter, if any, to furnish the offering is to be underwritten, enter into any necessary agreements Company in connection therewith (including an underwriting agreement containing customary representations, warranties writing such information regarding each Selling Stockholder or underwriter and agreements); and
(p) Cause all the distribution of such Registrable Securities registered pursuant hereto as the Company may from time to be listed on each securities exchange time reasonably request in writing to complete or other quotation service on which similar securities issued amend the information required by PRGX are then listed; andsuch registration statement.
(qc) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.Each Selling Stock
Appears in 2 contracts
Sources: Registration Rights Agreement (Global Blue Group Holding AG), Agreement and Plan of Merger (Far Point Acquisition Corp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant If and whenever Amtran is required to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Section, Amtran shall, as expeditiously as possible:
(A) prepare and file with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement on any form for which Amtran then qualifies or which counsel for Amtran shall deem appropriate, and which form shall be available for the sale of such the Registrable Securities in accordance with the intended method methods of disposition distribution thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective and remain effective; PROVIDED that Amtran may discontinue any registration as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities provided in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andSection 7(a);
(bB) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; PROVIDED that before filing with the Commission a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, Amtran shall (i) furnish to the underwriters and to one counsel selected by ILFC copies of all such documents proposed to be filed, which documents shall be subject to the review of the underwriters and such counsel, and (ii) notify ILFC of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(C) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities ILFC and each underwriter, if any, in accordance with Section 9.1 hereof, underwriter such number of copies of such the registration statement (including all exhibits)statement, each amendment and supplement thereto (including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller ILFC may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andILFC;
(dD) Use use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within as ILFC, and the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect underwriters reasonably requests and do any and all other acts and things which may be reasonably necessary or or, advisable to enable such sellers ILFC and each underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Securities; PROVIDED that PRGX will Amtran shall not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (D); and, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(eE) Use use its reasonable best efforts to obtain all cause the Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary by virtue of the business and operations of Amtran to enable the sellers of such Registrable Securities ILFC to consummate the disposition of such Registrable Securities; and;
(fF) Notify each seller of such Registrable Securities promptly immediately notify the managing underwriter and ILFC at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event which comes to Amtran's attention if as a result of which such event the prospectus included in such registration statement contains 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 subject to Article I(c) hereof, Amtran shall promptly prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, furnish to ILFC a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, misleading; (G) use reasonable its best efforts to cause it all such Registrable Securities to become effective as soon as possible; and
be listed on a national securities exchange and on each securities exchange on which similar securities issued by Amtran are then listed, and enter into such customary agreements including a listing application and indemnification agreement in customary form (g) Promptly notify each Holder selling PROVIDED that the applicable listing requirements are satisfied), and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when no later than the effective date of such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; ;
(iiH) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as ILFC or the prospectus related thereto underwriters reasonably request in order to expedite or for additional information; and (iii) facilitate the disposition of the receipt by PRGX of any notification with respect to the suspension of the qualification of any such Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andSecurities, including customary indemnification;
(hI) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by ILFC, any seller of such Registrable Securities covered by underwriter participating in any disposition pursuant to such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller ILFC or any such underwriterunderwriter (collectively, the "INSPECTORS"), all pertinent financial and other records, pertinent corporate documents and properties of PRGXAmtran and its subsidiaries (collectively, and supply all information "RECORDS"), if any, as shall be reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order necessary to permit enable them to exercise their due diligence responsibility, and cause Amtran's and its subsidiaries' officers, directors and employees to supply all information and respond to all inquiries reasonably requested by any such Inspector in connection with such registration statement. Notwithstanding the foregoing, Amtran shall have no obligation to disclose any Records to the Inspectors in the event Amtran determines that such disclosure is reasonably likely to have an adverse effect on Amtran's ability to assert the existence of an attorney-client privilege with respect thereto;
(J) use its best efforts to obtain a "cold comfort" letter from Amtran's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters; and
(iK) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain an opinion of counsel from Amtran's counsel in customary form and covering such matters of the withdrawal type customarily covered in opinions of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements counsel in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all with such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationtransactions.
Appears in 2 contracts
Sources: Purchase and Investor Rights Agreement (Amtran Inc), Purchase and Investor Rights Agreement (Amtran Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have any Holder has requested that any Registrable Securities Shares be registered pursuant to this Agreement, PRGX the Company will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereofthereof as promptly as is practicable, and pursuant thereto PRGX the Company will as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC", pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Shares and use its commercially reasonable best efforts to cause such registration statement to become effective effective, provided that as soon far in advance as practicable after filing; providedbefore filing such registration statement or any amendment thereto, howeverthe Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), that PRGX and any such Holder shall have no obligation the opportunity to include securities in a object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andor amendment;
(b) Notify each Holder except in the case of the effectiveness of each registration statement filed hereunder and a Shelf Registration, prepare and file with the SEC such amendments amendments, post-effective 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 that date when all Registrable Securities covered by such registration statement have been sold for a period of not less than one hundred eighty (but not before the expiration of the applicable prospectus delivery period180) days (or such shorter lesser period as PRGX may notify is necessary for the Holders underwriters in the case of a Registration under Article II, an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and furnish, without charge, 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 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to such registration statement;
(d) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX Shares and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller underwriters of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, the securities being registered such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller; andseller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part);
(de) Use use its commercially reasonable best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the Majority Holders may reasonably request, ); use its commercially reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in effect for so long as the which such registration statement is in effect required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions of (provided, however, that the Registrable Securities owned by such sellers (provided that PRGX Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubparagraph or (ii) consent to general service of process in any such jurisdiction); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and;
(f) Notify promptly notify each seller of and each underwriter and (if requested by any such Registrable Securities promptly at any time Person) confirm such notice in writing (i) when a prospectus relating thereto is required or any prospectus supplement or post-effective amendment has been filed and, with respect to be delivered a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the Securities Act initiation of any proceedings for that purpose, and (iii) of the happening of any event as which makes any statement made in a result registration statement or related prospectus untrue or which requires the making of which the prospectus included any changes in such registration statement contains 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 existingstatement, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement documents so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that they will not contain an any 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 not misleading misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading;
(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the case preparation of an amendment such registration or comparable statement and to require the insertion therein of material, furnished to the registration statementCompany in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected by the Majority Holders, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of such members of the Company’s management in road show presentations;
(i) otherwise use its commercially reasonable best efforts to cause it comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to become the Company’s security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of the Company’s first fiscal quarter commencing after the effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the date of a registration statement, any prewhich earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-effective amendmentQ, 10-K and 8-K under the prospectus Exchange Act and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any seller, promptly incorporate in a prospectus supplement related thereto or post-effective amendment such information as the managing underwriter or any seller reasonably requests to the registration statement has been filed andbe included therein, including, without limitation, with respect to the registration statement Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or any post-effective amendment, when ;
(k) as promptly as practicable after filing with the same has become effective; (ii) SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request by the SEC or any state securities authority for amendments or supplements and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement or the prospectus related thereto or for additional information; and (iii) a supply of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andcertificates;
(hm) Upon receipt of such confidentiality agreements as PRGX may reasonably request, promptly make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementseller, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such any registration statement statement, and by any attorney, accountant or other agent or representative retained by any such seller or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, and supply all information the “Records”), as shall be reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order necessary to permit enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; and
(i) Promptly prior provided, however, that, unless the disclosure of such Records is necessary to the filing of any document which is to be incorporated by reference into avoid or correct a misstatement or omission in the registration statement or the prospectus (after the initial filing release of such registration statementRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph if (i) and which contains information regarding the selling HoldersCompany believes, provide copies of such document to after consultation with counsel for the selling Holders Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of Registrable Securities such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and to each managing underwriterso notifies the Inspectors in writing, and make such changes in such document concerning the selling Holders unless prior to the filing thereof as counsel for furnishing any such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement information with respect to clause (ii) such securities becomes effective: Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(n) furnish to each seller and underwriter a signed counterpart of (i) a copy of an opinion or opinions, dated such date, opinions of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anyCompany, and (ii) a comfort letter dated such date, or comfort letters from the Company’s independent certified public accountant of PRGXaccountants, each in customary form and substance covering such matters of the type customarily covered by opinions or comfort letters, as is customarily given by independent certified public accountants the case may be, as the sellers or managing underwriter reasonably requests;
(o) cause the Registrable Shares included in any registration statement to underwriters in an underwritten public officering, addressed to the underwritersbe (i) listed on each securities exchange, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX the Company are then listed; and, or (ii) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if similar securities issued by the Company are quoted thereon;
(qp) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto hereunder;
(q) cooperate with each seller and a CUSIP number for all each underwriter participating in the disposition of such Registrable SecuritiesShares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, in Inc. (“NASD”);
(r) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each case not later than seller of Registrable Shares promptly of any request by the effective date SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(t) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 2 contracts
Sources: Registration Rights Agreement (Cal Dive International, Inc.), Registration Rights Agreement (Cal Dive International, Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant (a) If and whenever LPL is required to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration and the sale Registration of such Registrable Securities under the Securities Act as provided in accordance with this ARTICLE IV, LPL shall, subject to the intended method terms of disposition thereofthis Agreement, and pursuant thereto PRGX will as expeditiously soon as practicable:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement SEC the requisite Registration Statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriateincluding all exhibits and financial statements required under the Securities Act) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement Registration Statement to become and remain effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation in order to include securities permit the sale of the Registrable Securities by the Stockholders in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andaccordance with the intended method or methods of distribution thereof described in such Registration Statement;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such registration statement Registration Statement effective until that date when all Registrable Securities covered during such period, or reasonably requested by such registration statement have been sold (but not before the expiration holders of the applicable prospectus delivery periodparticipating Registrable Securities;
(iii) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementand all stock exchange or trading system or FINRA registration, and furnish, without charge, listing or filing requirements;
(iv) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to Stockholder holding such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, underwriter such number of copies of such Registration Statement and of each amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller Stockholder or underwriter may reasonably request request;
(v) (i) promptly notify in order to facilitate the disposition writing each Stockholder that holds Registrable Securities covered by such Registration Statement (and, if requested, provide copies of the Registrable Securities owned relevant documents, as soon as reasonably practicable), (A) upon the filing of any such Registration Statement or amendment or supplement thereto (including post-effective amendments) and when such Registration Statement or amendment or supplement thereto becomes effective, (B) of the issuance by such seller; and
(d) Use its best efforts to register the SEC or qualify such Registrable Securities under such any state securities authority of any stop order, injunction or other securities order or blue sky laws requirement suspending the effectiveness of such jurisdictions within Registration Statement (and take all reasonable action to prevent the United States as entry of such stop order or to remove it if entered, or the sellers or initiation of any managing underwriter shall requestproceedings for that purpose), to keep such registration or qualification in effect for so long as (C) if, at any time, the registration statement is in effect representations and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions warranties of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process LPL in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required applicable underwriting agreement cease to be delivered under the Securities Act true and correct in all material respects, or (D) of the happening of any event as a result of which the prospectus Registration Statement, as then in effect, or the Prospectus related thereto or any document included in such registration statement contains therein by reference includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading (in light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness case of such eventProspectus and any preliminary prospectus, and promptly notify each Holder of Registrable Securities of in the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made made) not misleading and (ii) in the case of an amendment to the registration statementevent under clause (v)(i)(B) or (D), promptly file such amendments and supplements which may be required on account of such event and use its reasonable best efforts to cause it each such amendment and supplement to become effective as soon as possible; andeffective;
(gvi) Promptly notify promptly furnish counsel for each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when , and for the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) selling Stockholders of Registrable Securities copies of any written request by the SEC (including any written comments from the SEC on such Registration Statement) or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto a Registration Statement and Prospectus or for additional information; and ;
(iiivii) of use reasonable best efforts to obtain the receipt by PRGX withdrawal of any notification with respect to order suspending the suspension effectiveness of a Registration Statement at the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andearliest possible time;
(hviii) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of use reasonable best efforts to cause all such Registrable Securities covered by such registration statement, by any underwriterRegistration Statement to be listed on the principal securities exchange or authorized for quotation on Nasdaq, if any, on which similar equity securities issued by LPL are then listed or authorized for quotation, or eligible for listing or quotation, if the listing or authorization for quotation of such securities is then permitted under the rules of such exchange or the FINRA;
(ix) enter into an underwriting agreement with the underwriter of such offering in the form customary for such underwriter for similar offerings, including such representations and warranties by LPL, provisions regarding the delivery of opinions of counsel for LPL and accountants’ letters, provisions regarding indemnification and contribution, and such other terms and conditions as are at the time customarily contained in such underwriter’s underwriting agreements for similar offerings (the sellers of Registrable Securities that are to be distributed by such underwriter(s) may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, LPL to and for the benefit of such underwriter(s) shall also be made to and for the benefit of such sellers of Registrable Securities);
(x) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by representatives of the selling Stockholders who hold Registrable Securities and any underwriters participating in any disposition to be effected pursuant to such registration statement hereto and by any attorney, accountant or other agent retained by any such seller selling Stockholder or any such underwriterunderwriters, all pertinent financial and other records, pertinent corporate documents and properties of PRGXLPL, and cause all of LPL’s officers, directors and employees and the independent public accountants who have certified the its financial statements to make themselves available to discuss the business of LPL and to supply all information reasonably requested by any such sellerselling Stockholders, underwriterunderwriters, attorneyattorneys, accountant accountants or agent agents in connection with such registration statement in order disposition as shall be necessary to permit enable them to exercise their due diligence responsibility; andresponsibility (subject to entry by each such representative, counsel or accountant into customary confidentiality agreements in a form reasonably acceptable to LPL);
(ixi) Promptly permit any Beneficial Owner of Registrable Securities who, in the sole judgment, exercised in good faith, of such Stockholder, with the advice of outside legal counsel, might be deemed to be a controlling Person of LPL, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to LPL in writing, that in the reasonable judgment of such Stockholder, with the advice of outside legal counsel, as aforesaid, should be included to comply with applicable federal, state or local securities laws;
(xii) on or prior to the filing of any document date on which the applicable Registration Statement is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holdersdeclared effective, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use use its reasonable best efforts to furnishregister or qualify, at and cooperate with the request of any Holder requesting registration selling holders of Registrable Securities pursuant to this AgreementSecurities, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion managing underwriter or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGXtheir respective counsel, in form connection with the Registration or qualification of such Registrable Securities for offer and substance sale under the securities or “blue sky” laws of each state and other jurisdiction of the United States as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the any such selling Stockholder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to the Holders requesting keep such registration or qualification in effect, provided that LPL shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of Registrable Securitiesprocess in any such jurisdiction where it is not then so subject;
(lxiii) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders Stockholders of Registrable Securities and the managing underwriterunderwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends representing the Registrable Securities to be sold, legends; and cause enable such Registrable Securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement managing underwriters may request at least two Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; andunderwriters;
(nxiv) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain cause the withdrawal of such order; and
(o) If Registrable Securities covered by the offering is applicable Registration Statement to be underwrittenregistered or approved by such other governmental agencies or authorities (other than any foreign governmental agencies or authorities) as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representationsif any, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all consummate the disposition of such Registrable Securities, in each case ;
(xv) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company;
(xvi) enter into such registrationcustomary agreements (including underwriting and indemnification agreements) and take all such other actions as the holders of at least a majority of any Registrable Securities being sold or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;
(xvii) obtain for delivery to the selling Stockholders of Registrable Securities and to the underwriter or underwriters, if any, an opinion or opinions from counsel for LPL dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel;
(xviii) promptly incorporate in a supplement to the Prospectus or post-effective amendment to the Registration Statement such information as the lead underwriter or underwriters, if any, and the selling Stockholders holding a majority of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such class of Registrable Securities; and make all required filings of such supplement or post-effective amendment as promptly as reasonably practicable after being notified of the matters to be incorporated in such supplement or post-effective amendment;
(xix) in the case of any Marketed Underwritten Shelf Take-Down or Demand Registration, cause the senior executive officers of LPL to participate in any customary “road show” presentations and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case as reasonably requested by the underwriters and taking into account the needs of LPL’s business and the requirements of the marketing process; and
(xx) in the case of any Non-Marketed Underwritten Shelf Take-Down, cause the senior executive officers of LPL to participate in any customary presentations and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case as reasonably requested by the underwriters and taking into account the needs of LPL’s business and the requirements of the marketing process.
(b) LPL may require each Stockholder who is selling Registrable Securities pursuant to which any Registration is being effected to furnish LPL such information regarding such Stockholder and the distribution of such Registrable Securities as LPL may from time to time reasonably request in writing.
(c) Each Stockholder who is selling Registrable Securities shall cooperate with the underwriters by entering into any undertakings and taking such other actions relating to the conduct of the proposed offering which the underwriters may reasonably request to insure compliance with federal and state securities laws and the rules and requirements of FINRA or which are otherwise customary and which the underwriters may request to effectuate an offering or file a Registration Statement.
(d) Each Beneficial Owner of Registrable Securities agrees that, upon receipt of any notice from LPL of the happening of any event of the kind described in Section 4.9(a)(v)(i)(B) and Section 4.9(a)(v)(i)(D), such Beneficial Owner will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until such Beneficial Owners’ receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4.9(a)(v)(ii), or until such Stockholder is advised in writing by LPL that the use of the Prospectus may be resumed, and if so directed by LPL, such Beneficial Owner shall deliver to LPL (at LPL’s expense) all copies, other than permanent file copies then in such Beneficial Owner’s possession, of the Prospectus covering such Registrable Securities that was in effect prior to such amendment or supplement.
Appears in 2 contracts
Sources: Stockholders Agreement (LPL Investment Holdings Inc.), Stockholders Agreement (LPL Investment Holdings Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant (a) If and whenever Fortress is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with the intended method of disposition thereof, Sections 4.1 and pursuant thereto PRGX will 4.2 Fortress shall as expeditiously as practicablereasonably possible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to effect such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to registration and thereafter use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filingpursuant to the terms of this Agreement; provided, however, that PRGX shall have no obligation Fortress may discontinue any registration of its securities which are not Registrable Securities at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if relating thereto; provided, further that before filing such registration statement is withdrawn for or any reason; andamendments thereto, Fortress will furnish to the counsel selected by the Investors which are including Registrable Securities in such registration (“Selling Investors”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until the earlier of such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement or (i) in the case of a Demand Registration pursuant to Section 4.1, and furnishthe expiration of 90 days after such registration statement becomes effective or (ii) in the case of a Piggyback Registration pursuant to Section 4.2, without charge, the expiration of 90 days after such registration statement becomes effective;
(iii) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Selling Investor and each underwriter, if any, of the securities being sold by such Selling Investor such number of conformed copies of such registration statement and of each amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents as such seller Selling Investor and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSelling Investor;
(div) Use its use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions within as any Selling Investor and any underwriter of the United States as the sellers or any managing underwriter securities being sold by such Selling Investor shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers Selling Investor and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Selling Investor, except that PRGX will Fortress shall not for any such purpose be required to (A) qualify generally to do business as a foreign limited liability company in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use its use reasonable best efforts to obtain all cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by Fortress are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;
(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities Selling Investor(s) thereof to consummate the disposition of such Registrable Securities; ;
(vii) in connection with an Underwritten Offering, obtain for each Selling Investor and underwriter:
(A) an opinion of counsel for Fortress, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Investor and underwriters, and
(fB) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under “comfort” letter (or, in the Securities Act of the happening case of any event as such Person which does not satisfy the conditions for receipt of a result of which “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the prospectus independent public accountants who have certified Fortress’s financial statements included in such registration statement contains an untrue statement statement;
(viii) promptly make available for inspection by any Selling Investor, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Investor or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of a material fact or omits to state any material fact required to Fortress (collectively, the “Records”), as shall be stated therein or reasonably necessary to make the statements therein not misleading in light of the circumstances then existingenable them to exercise their due diligence responsibility, and subject cause Fortress’s officers, directors and employees to Article I(c) hereofsupply all information requested by any such Inspector in connection with such registration statement; provided, prepare and file as soon as practicable with however, that, unless the SEC, but in no event later than thirty (30) days after awareness disclosure of such event, and promptly notify each Holder of Registrable Securities of the filing of, Records is necessary to avoid or correct a supplement to such prospectus misstatement or an amendment to omission in the registration statement so that, as thereafter delivered to or the purchasers release of such Registrable SecuritiesRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, such prospectus will Fortress shall not contain an untrue statement of a material fact or omit to state any material fact be required to be stated therein provide any information under this subparagraph (viii) if (i) Fortress believes, after consultation with counsel for Fortress, that to do so would cause Fortress to forfeit an attorney-client privilege that was applicable to such information or necessary (ii) if either (A) Fortress has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) Fortress reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to make the statements therein not misleading furnishing any such information with respect to (i) or (ii) such Selling Investor requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to Fortress; and provided, further, that each Selling Investor agrees that it will, upon learning that disclosure of such Records by such Selling Investor is sought in light a court of competent jurisdiction, give notice to Fortress and allow Fortress, at its expense, to undertake appropriate action and to prevent disclosure of the circumstances under which they were made Records deemed confidential;
(ix) promptly notify in writing each Selling Investor and in the case underwriters, if any, of an amendment to the following events:
(A) the filing of the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendmentamendment thereto, when the same has become effective; ;
(iiB) of any request by the SEC or any state securities authority other Governmental Entity for amendments or supplements to the registration statement or the prospectus related thereto or for additional information;
(C) the issuance by the SEC or any other Governmental Entity of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and and
(iiiD) of the receipt by PRGX Fortress of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; and;
(hx) Upon receipt notify each Selling Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of such confidentiality agreements any event as PRGX may reasonably requesta result of which, make reasonably available for inspection by any seller of such Registrable Securities covered by the prospectus included in such registration statement, by as then in effect, includes an untrue statement of a material fact or omits to state any underwriter, if any, participating in any disposition material fact required to be effected pursuant stated therein or necessary to such registration statement and by any attorneymake the statements therein not misleading, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration Selling Investor, promptly prepare and furnish to such seller a reasonable number of Registrable Securities pursuant copies of a supplement to this Agreementor an amendment of such prospectus as may be necessary so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes purchasers of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable 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;
(lxi) Use its use reasonable best efforts to cooperate obtain the withdrawal of any order suspending the effectiveness of such registration statement;
(xii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to Selling Investors, as soon as reasonably practicable, an earnings statement of Fortress covering the period of at least 12 months, but not more than 18 months, beginning with the Holders requesting registration first day of Registrable Securities pursuant to this Agreement in Fortress’s first full quarter after the disposition effective date of the Registrable Securities covered by such registration statement, including without limitation in which earnings statement shall satisfy the case provisions of an underwritten offering, causing key executives Section 11(a) of the Company Securities Act and Rule 158 thereunder;
(xiii) use its subsidiaries reasonable best efforts to participate under assist Selling Investors who made a request to Fortress to provide for a third party “market maker” for the direction of Class A Shares; provided, however, that Fortress shall not be required to serve as such “market maker”;
(xiv) cooperate with the Selling Investors and the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates (which shall not bearing bear any restrictive legends unless required under applicable law) representing the Registrable Securities securities sold under any registration statement, and enable such securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement managing underwriter or such Selling Investor may request and keep available and make available to Fortress’s transfer agent prior to any sale the effectiveness of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions such registration statement a supply of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securitiessuch certificates; and
(nxv) In have appropriate officers of Fortress prepare and make presentations at any “road shows” and before analysts and rating agencies, as the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such ordercase may be, and subject other information meetings organized by the underwriters, take other actions to Article I(cobtain ratings for any Registrable Securities (if they are eligible to be rated) hereof, will and otherwise use its reasonable best efforts to promptly obtain cooperate as reasonably requested by the withdrawal Selling Investors and the underwriters in the offering, marketing or selling of the Registrable Securities. Fortress may require each Selling Investor and each underwriter, if any, to furnish Fortress in writing such order; and
(o) If information regarding each Selling Investor or underwriter and the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all distribution of such Registrable Securities registered pursuant hereto as Fortress may from time to be listed on each securities exchange time reasonably request to complete or other quotation service on which similar securities issued amend the information required by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationregistration statement.
Appears in 2 contracts
Sources: Shareholder Agreement (Fortress Investment Group Holdings LLC), Shareholder Agreement (Fortress Investment Group Holdings LLC)
Registration Procedures. In order to participate in a registration by selling Total Registrable Securities in the related offering pursuant to Section 9 or Section 10, a holder of Total Registrable Securities shall be required to enter into, and sell its Total Registrable Securities only pursuant to, the underwriting agreement reasonably acceptable to such holder (which may include, for avoidance of doubt, provisions for indemnification as set forth in Section 14B), and shall take such other actions as may be reasonably necessary to effect such holder’s participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard. Whenever the Holders holders of Total Registrable Securities have requested that any Total Registrable Securities be registered pursuant to this AgreementSection 9, PRGX the Company will use its reasonable best efforts to effect the registration and the sale of such Total Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX the Company will as expeditiously as practicablereasonably possible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Total Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, (provided that PRGX shall have no obligation to include securities in before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, the Company will furnish to Article II if that counsel selected by the holders of a majority of the Total Registrable Securities included in such registration statement is withdrawn copies of all such documents proposed to be filed three (3) Business Days shall be deemed sufficient time for any reason; andsuch review);
(bii) Notify notify each Holder holder of Total Registrable Securities participating in such offering of the effectiveness of each registration statement filed hereunder and 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 (a) with respect to a Long-Form Registration, until that date the earlier to occur of sixty (60) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by Law to be delivered in connection with the sale of such Total Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the Total Registrable Securities covered by such registration statement have been sold disposed of in accordance with the intended methods of disposition (but in any event not before the expiration of any longer period required under the applicable Securities Act) or (b) with respect to a Short Form Registration, a period of not more than one hundred eighty (180) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus delivery period) is required by Law to be delivered in connection with the sale of Total Registrable Securities by an underwriter or dealer or such shorter period as PRGX may notify will terminate when all of the Holders Total Registrable Securities covered by such registration statement have been disposed of in accordance with the case intended methods of a Registration disposition (but in any event not before the expiration of any longer period required under Article IIthe Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such Total Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and furnish, without charge, ;
(iii) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Total Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Total Registrable Securities owned by such seller; and;
(div) Use use its best efforts to register or qualify such Total Registrable Securities under such other securities or blue sky laws Laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect seller reasonably requests and do any and all other reasonable acts and things which may be reasonably are necessary or reasonably advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Total Registrable Securities owned by such sellers seller (provided provided, however, that PRGX the Company will not be required to (a) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphSection 12(iv); and, (b) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ev) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify notify each seller of such Total Registrable Securities promptly Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, upon discovery that, or upon the discovery of the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 existingunder which they were made, and subject to Article I(c) hereofand, at the request of any such seller, the Company will, as soon as reasonably practicable, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such seller a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Total Registrable Securities, such prospectus will not 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 not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, made;
(vi) use reasonable its best efforts to cause it all such Total Registrable Securities to become effective as soon as possible; andbe listed on a national securities exchange or market;
(gvii) Promptly notify each Holder selling provide a transfer agent and registrar for all such Total Registrable Securities covered by not later than the effective date of such registration statement and each managing underwriter, if any: statement;
(iviii) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to an underwritten offering, enter into such customary agreements (including underwriting agreements and including, for the registration statement or any post-effective amendmentavoidance of doubt, when the same has become effective; (ii) of any request provisions for indemnification by the SEC Company as may be requested by the underwriters and take all such other actions as the managing underwriter(s) reasonably request in order to expedite or any state securities authority for amendments or supplements to facilitate the registration statement or the prospectus related thereto or for additional information; and (iii) disposition of the receipt by PRGX of any notification with respect to the suspension of the qualification of any such Total Registrable Securities for sale under the securities (including effecting a stock split or blue sky laws a combination of any jurisdiction or the initiation of any proceeding for such purpose; andshares);
(hix) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available with reasonable advance notice during normal business hours for inspection by any seller of such Total Registrable Securities covered by such registration statementSecurities, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; andstatement;
(ix) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use otherwise use its best efforts to furnishcomply 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 beginning with the request first day of any Holder requesting registration the Company’s first full calendar quarter after the effective date of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement, which earnings statement with respect to such securities becomes effective: (ishall satisfy the provisions of Section 9(a) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form Securities Act and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesRule 158 thereunder;
(lxi) Use permit any holder of such Total Registrable Securities, which holder, in its best efforts sole and exclusive judgment, might be deemed to cooperate with be an underwriter or a controlling person of the Holders requesting registration of Registrable Securities pursuant Company, to this Agreement participate in the disposition preparation of the Registrable Securities covered by such registration statementor comparable statement and to require the insertion therein of material, including without limitation furnished to the Company in writing, which in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the reasonable judgment of such managing underwriter are appropriate for such underwritten offeringholder and its counsel is required to be included;
(mxii) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock such Total Registrable Securities included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, the Company will use its reasonable best efforts promptly to promptly obtain the withdrawal of such order; and;
(oxiii) If the offering is with respect to be underwrittenunderwritten offerings, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representationsuse its reasonable best efforts to obtain comfort letters, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than dated the effective date of such registrationregistration statement (and the date of the closing), signed by the Company’s independent certified public accountants (and, if necessary, any other certified public accountants of any business acquired by the Company for which financial statements and financial data are required to be included in the registration statement), in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter(s) in such public offering reasonably request; and
(xiv) with respect to underwritten offerings, as reasonably requested by the managing underwriter(s) of the offering, provide a legal opinion of the Company’s outside counsel, dated the date of the closing, with respect to the effective registration statement and the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 12 shall not include publicly disclosing or making publicly available the Station Financials. The Company may require each seller of Total Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.
Appears in 2 contracts
Sources: Investor Rights Agreement (Lbi Media Inc), Investor Rights Agreement (Lbi Media Inc)
Registration Procedures. Whenever In the Holders case of Registrable Securities have requested that any Registrable Securities be registered each registration, qualification, or compliance effected by the Company pursuant to this AgreementSection 3 hereof, PRGX the Company will use keep each Holder reasonably advised in writing (which may include e-mail) as to the initiation of each registration, qualification, and compliance and as to the completion thereof. At its reasonable best efforts expense with respect to effect any registration statement filed pursuant to Section 3, the Company will:
(a) prepare and file with the Commission with respect to such Registrable Securities, a registration statement on Form SB-2 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate, and which form shall be available for the sale of such the Registrable Securities in accordance with the intended method method(s) of disposition distribution thereof, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its commercially reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andthroughout the Effectiveness Period;
(b) Notify each Holder if a registration statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission;
(c) upon telephonically confirming with the Commission the effectiveness of the Registration Statement, the Company shall immediately and simultaneously notify all Holders via facsimile of the effectiveness of each registration statement filed hereunder and the Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effectiveness, file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification from the Commission of effectiveness shall be deemed a Registration Event.
(d) prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold during the Effectiveness Period;
(but not before the expiration of the applicable prospectus delivery periode) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller Holder of Registrable Securities and each underwritercovered by such registration statement, if any, in accordance with Section 9.1 hereof, such by 9:00 a.m. (New York City time) on the day following the Effective Date (i) a reasonable number of copies of such registration statement (including all exhibitsany exhibits thereto other than exhibits incorporated by reference), each subsequent amendment and supplement theretothereto and such additional copies as such Holder may reasonably request, (ii) a reasonable number of copies of the prospectus included in such registration statement (including each preliminary prospectusprospectus and any other prospectus filed under Rule 424 under the Securities Act) and such additional copies as such Holders may reasonably request, in conformity with the requirements of the Securities Act Act, and (iii) such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andHolder, but only during the Effectiveness Period;
(df) Use use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other applicable securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep Holder of Registrable Securities covered by such registration or qualification in effect statement reasonably requests as may be necessary for so long as the marketability of the Registrable Securities (such request to be made by the time the applicable registration statement is in effect deemed effective by the Commission) and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (Holder; provided that PRGX will the Company shall not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (e); and, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;
(eg) Use its best efforts to obtain all other approvalsas promptly as practicable after becoming aware of such event, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers notify each Holder of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event which comes to the Company's attention if as a result of which such event the prospectus included in such registration statement contains 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 and the circumstances then existing, Company shall promptly prepare and subject furnish to Article I(c) hereof, such Holder a supplement or amendment to such prospectus (or prepare and file as soon as practicable with appropriate reports under the SEC, but in no event later than thirty (30Exchange Act) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not 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 not misleading in light misleading, unless suspension of the circumstances under which they were made and use of such prospectus otherwise is authorized herein or in the case event of an Blackout Period, in which case no supplement or amendment to need be furnished (or Exchange Act filing made) until the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andtermination of such suspension or Blackout Period;
(gh) Promptly notify each Holder selling Registrable Securities covered by comply, and continue to comply during the period that such registration statement is effective under the Securities Act, in all material respects with the Securities Act and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, Exchange Act and with all applicable rules and regulations of the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, Commission with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) disposition of any request by the SEC or any state all securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and;
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (as promptly as practicable after the initial filing becoming aware of such registration statement) and which contains information regarding the selling Holdersevent, provide copies of such document to counsel for the selling Holders notify each Holder of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior being offered or sold pursuant to the filing thereof as counsel for such selling Holders Registration Statement of the issuance by the Commission of any stop order or underwriters may reasonably request; andother suspension of effectiveness of the Registration Statement at the earliest possible time;
(j) Furnish use its best efforts to each Holder participating in cause all the offering and Registrable Securities covered by the managing underwriter, without charge, at least one signed copy Registration Statement to be quoted on the NASD OTC Bulletin Board or such other principal securities market on which securities of the registration statement same class or series issued by the Company are then listed or traded;
(k) provide a transfer agent and any post-effective amendments thereto (registrar, which may be a photocopy or conformed copy of such signed document)single entity, excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at for the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesat all times;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities being offered pursuant to this Agreement in the disposition of the Registration Statement to issue and deliver certificates (not bearing any restrictive legends) representing Registrable Securities covered by such registration statement, including without limitation in to be offered pursuant to the case Registration Statement within five Trading Days after delivery of an underwritten offering, causing key executives of certificates to the Company and its subsidiaries enable such certificates to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter be in such locations denominations or amounts as the Holders may reasonably request and of registered in such duration names as in the judgment of such managing underwriter are appropriate for such underwritten offeringHolders may request;
(m) Cooperate with during the selling Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any Person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders of to sell Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions by reason of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securitieslimitations set forth in Regulation M under the 1934 Act; and
(n) In take all other reasonable actions necessary to expedite and facilitate disposition by the event Holders of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationRegistration Statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pharmafrontiers Corp), Registration Rights Agreement (Pharmafrontiers Corp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities are to be registered pursuant to this AgreementSection 2, PRGX the Company will use its reasonable best efforts diligence to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof as quickly as practicable and in accordance with the provisions of Section 2. In connection with any offering of Registrable Securities pursuant to the Agreement, and pursuant thereto PRGX will the Company shall as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such that includes the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible requested to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, be included therein in accordance with Section 2 and use its reasonable best efforts diligence to cause such registration statement to become effective as soon as practicable after filingeffective; provided, however, that PRGX shall have no obligation to include securities in at least five Business Days before filing a registration statement pursuant or prospectus or any amendment or supplement thereto, including documents incorporated by reference therein, the Company will furnish to Article II the Holder, and the underwriters, if that any, draft copies of all such documents proposed to be filed, which documents will be subject to the review of the Holder and such underwriters, and the Company will not file any registration statement or prospectus or amendment or supplement thereto (including such documents incorporated by reference) to which the Holder or the underwriters with respect to such Registrable Securities, if any, shall reasonably object within five days of receipt of any of such documents; and provided further, however, that if the Company, in the case of a Piggyback Registration, despite the reasonable objection of the Holder, desires to proceed with the registration of its shares, the Holder may withdraw the Registrable Securities from being included in such offering, using its good-faith efforts to minimize delay caused by such withdrawal, and the Company may then, notwithstanding anything to the contrary in the immediately preceding proviso, proceed with such offering; the Company and the Holder acknowledge that such withdrawal by the Holder will delay such offering for as much time as is withdrawn for any reason; andnecessary to amend such registration statement or prospectus to reflect the withdrawal of such Registrable Securities from such offering;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements post- effective amendments to such the registration statement and the prospectus used in connection therewith as may be necessary to keep such the registration statement effective until that date for a period of six months (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (or withdrawn, but not before prior to the expiration of the applicable 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable); cause the prospectus delivery period) or such shorter period to be supplemented by any required prospectus supplement, and as PRGX may notify so supplemented to be filed pursuant to Rule 424 under the Holders in the case of a Registration under Article II, 1933 Act; and comply with the provisions of the Securities 1933 Act applicable to it with respect to the disposition of all securities covered by such registration statement during such the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementstatement or supplement to the prospectus; the Company shall not be deemed to have complied with its obligations hereunder to keep a registration statement effective during the applicable period if it voluntarily takes any action that would result in the prevention of the Holder from selling such Registrable Securities during that period unless such action is required under applicable law;
(c) furnish to the Holder and the underwriter or underwriters, and furnishif any, without charge, to each seller such reasonable number of Registrable Securities, in accordance with Section 9.1 hereof, conformed copies of all correspondence between PRGX the registration statement and the SEC relating to any post-effective amendment thereto and such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such reasonable number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with and any amendments or supplements thereto, and any documents incorporated by reference therein, as the requirements of the Securities Act and such other documents as such seller Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned being sold by such seller; andthe Holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by the Holder and the underwriter or underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto);
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within notify the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act 1933 Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains an any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, and subject to Article I(c) hereofnot misleading and, as promptly as practicable thereafter, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, Commission and promptly notify each Holder of Registrable Securities of the filing of, furnish a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made and made, not misleading;
(e) use reasonable diligence to cause all Registrable Securities included in such registration statement to be listed, by the case date of the first sale of Registrable Securities pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then listed or proposed to be listed, if any;
(f) make generally available to its security holders an amendment to earnings statement satisfying the provisions of Section 11(a) of the 1933 Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, use reasonable best efforts which earnings statement shall cover said 12-month period, which requirement will be deemed to cause it be satisfied if the Company timely files complete and accurate information on such forms and reports as the Company may be required to become effective file under the Exchange Act and otherwise complies with Rule 158 under the 1933 Act as soon as possible; andfeasible;
(g) Promptly notify each the Holder selling Registrable Securities covered of any stop order issued or threatened by the Commission in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered, and make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement and each at the earliest possible moment;
(h) if requested by the managing underwriterunderwriter or underwriters, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any promptly incorporate in a prospectus supplement related thereto or post-effective amendment such information as the managing underwriter or underwriters or the Holder reasonably requests to be included therein, including, without limitation, the registration statement has been filed andpurchase price being paid therefor by such underwriter or underwriters and any other terms of the underwritten offering of such Registrable Securities (excluding, however, information with respect to the registration statement number of Registrable Securities being sold to such underwriter or any underwriters by the Holder), and promptly make all required filings of such prospectus supplement or post-effective amendment, when ;
(i) as promptly as practicable after filing with the same has become effective; (ii) Commission of any request document which is incorporated by reference into a registration statement, deliver to the Holder as many copies of that document as may be reasonably requested by the SEC Holder;
(j) on or any state securities authority for amendments or supplements prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the prospectus related thereto Holder the underwriter or for additional information; underwriters, if any, and (iii) their counsel, in connection with the registration or qualification of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; and provided, further, however, that while it is the present intention of the Holder to cooperate with the Company to keep the costs of compliance with state blue sky laws to a minimum, the Holder shall have the right to require compliance by the Company with the blue sky laws of as many states as the managing underwriter deems reasonably necessary in its good faith judgment to realize the maximum possible value for the Registrable Securities included in such registration statement;
(k) cooperate with the Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, may request, subject to the underwriters' obligation to return any certificates representing securities not sold;
(l) use reasonable diligence to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the initiation underwriter or underwriters, if any, to consummate the disposition of any proceeding for such purpose; andsecurities;
(hm) Upon receipt enter into such customary agreements (including an underwriting agreement in customary form) and take all such other reasonable actions as the Holder or the underwriters retained by the Holder participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such confidentiality agreements as PRGX may reasonably request, Registrable Securities;
(n) make reasonably available for inspection by the Holder, any seller of such Registrable Securities covered by underwriter participating in any disposition pursuant to such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriterunderwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, and supply all information reasonably requested by any such sellerthe "Records"), underwriter, attorney, accountant or agent in connection with such registration statement in order as shall be necessary to permit enable them to exercise their due diligence responsibility; and
(i) Promptly prior and cause the Company's officers, directors and employees to the filing of make available for inspection and/or copying all Records reasonably requested by any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such Inspector in connection with such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(jo) Furnish list such securities on or with a national securities exchange (which term shall include the NASDAQ National Market System) and comply with all applicable exchange listing requirements and rules and regulations thereof;
(p) use reasonable diligence to each Holder participating obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the offering and the managing underwriter, without charge, at least one signed copy of type customarily covered by cold comfort letters covering registration statements similar to the registration statement at issue as the Holder reasonably requests. The Holder, upon receipt of any notice from the Company of the occurrence of any event of the kind described in subsection (d) of this Section 3.1, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 and copies of any post-effective amendments thereto additional or supplemental filings which are incorporated by reference in the prospectus, or until it is advised in writing (which the "Advice") by the Company that the use of the prospectus may be a photocopy or conformed copy of such signed document)resumed. If so directed by the Company, excluding all documents incorporated therein by reference and all exhibits; and
the Holder shall deliver to the Company (k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this AgreementCompany's expense) all copies in its possession or control, on other than permanent file copies then in the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such dateHolder's possession, of the counsel representing PRGX for prospectus covering such Registrable Securities. In the purposes event the Company shall give any such notice, the time periods mentioned in subsection (b) of this Section 3.1 shall be extended by the number of days during the period from and including the date of the giving of such registration, in form notice to and substance as is customarily given by company counsel to including the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant date when each seller of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in statement shall have received the case copies of an underwritten offering, causing key executives the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 hereof or the Advice. If such registration statement refers to the Holder by name or otherwise as the holder of any securities of the Company then the Holder shall have the right to require (i) the insertion therein of language, in form and its subsidiaries substance satisfactory to participate under the direction Holder to the effect that the holding by such Holder of such securities is not to be construed as a recommendation of such Holder of the managing underwriter investment quality of the Company's securities covered thereby and that such holding does not imply that the Holder will assist in a "road show" scheduled by such managing underwriter in such locations and meeting any future financial requirements of such duration as the Company, or (ii) in the judgment of event that such managing underwriter are appropriate for reference to such underwritten offering;
(m) Cooperate with Holder by name or otherwise is not required by the selling Holders of Registrable Securities and Act or any similar federal statute then in force, the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions deletion of the selling holders of Registrable Securities at least three business days prior reference to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationHolder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc)
Registration Procedures. Whenever If and whenever Stratos is required by the Holders provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant this Agreement to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, Stratos shall, as expeditiously as possible:
(a) prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form (i) shall be selected by Stratos and pursuant thereto PRGX will (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as expeditiously as practicable:
(a) Prepare and file to form in all material respects with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt requirements of the requestapplicable form and include all financial statements required by the SEC to be filed therewith, and Stratos shall use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filing; provided(PROVIDED, howeverHOWEVER, that PRGX shall have no obligation to include securities in before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, Stratos will furnish to one counsel for the Holders participating in the planned offering (selected by the Initiating Holder, in the case of a registration pursuant to Article II Section 2.1, and selected by the Major Holder, in the case of a registration pursuant to Section 2.2) and the underwriters, if that any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and Stratos shall not file any registration statement is withdrawn for or amendment thereto or any reason; andprospectus or supplement thereto to which the Holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall reasonably object in writing);
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by for such registration statement have been sold period (but which shall not before the expiration of the applicable prospectus delivery periodbe required to exceed one hundred eighty (180) or such shorter period as PRGX may notify the Holders days in the case of a Registration under Article II, registration pursuant to Section 2.1 or one hundred twenty (120) days in the case of a registration pursuant to Section 2.2) as any seller of Registrable Securities pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and ;
(c) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement statement, each amendment and supplement thereto (in each case including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andseller (Stratos hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(d) Use use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities or "blue sky sky" laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers (provided jurisdictions, except that PRGX will not in no event shall Stratos be required to qualify generally to do business or file any general consent to service of process as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (d), be required to qualify be so qualified, to subject itself to taxation in any such jurisdiction or file but for this subparagraph); andto consent to general service of process in any such jurisdiction;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by PRGX Stratos of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which Stratos becomes aware which results in the registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; AND, if the notification relates to an event described in clause (v), Stratos shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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 in the light of the circumstances under which they were made not misleading;
(f) comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within seventeen (17) months thereafter), an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive months beginning with the first day of Stratos' first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(i) cause all such Registrable Securities covered by such registration statement to be listed on the principal trading market or securities exchange on which similar securities issued by Stratos are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such trading market or exchange, or
(ii) if no similar securities are then so listed, to either cause all such Registrable Securities to be listed on a national securities exchange or to secure designation of all such Registrable Securities as a Nasdaq National Market "national market system security" within the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, secure Nasdaq National Market authorization for such shares and, without limiting the generality of the foregoing, take all actions that may be required by Stratos as the issuer of such Registrable Securities in order to facilitate the managing underwriter's arranging for the registration of at least two market makers as such with respect to such shares with the NASD;
(h) Upon provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(i) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Holders of a majority of the Registrable Securities or the Major Holder participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Holders of the Registrable Securities that are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that Stratos make to and for the benefit of such Holders the representations, warranties and covenants of Stratos that are being made to and for the benefit of such underwriters and that are of the type customarily provided to institutional investors in secondary offerings;
(j) use its best efforts to obtain an opinion from Stratos' counsel and a "cold comfort" letter from Stratos' independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, and to the Major Holder participating in such offering, and furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Holder or underwriter;
(k) deliver promptly to each Holder participating in the offering and each underwriter, if any, copies of all correspondence between the SEC and Stratos, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, other than those portions of any such memoranda which contain information subject to attorney-client privilege with respect to Stratos, and, upon receipt of such confidentiality agreements as PRGX Stratos may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXStratos, and cause all of Stratos' 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 in order to permit them to exercise their due diligence responsibility; andstatement;
(il) Promptly use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of Stratos' businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;
(o) promptly prior to the filing of any document which that is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders), provide copies of such document to counsel for the selling Holders holders of Registrable Securities and to each managing underwriter, if any, and make Stratos' representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Holders holders prior to the filing thereof as counsel for such selling Holders holders or underwriters may reasonably request; and;
(jp) Furnish furnish to each the Major Holder participating in the offering and the managing underwriter, without charge, at least one (1) signed copy copy, and to each other Holder participating in the offering, without charge, at least one (1) photocopy of a signed copy, of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document)thereto, excluding including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and
exhibits (k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given including those incorporated by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesreference);
(lq) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders Holders of Registrable Securities at least three (3) business days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;
(r) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities; and
(ns) take no direct or indirect action prohibited by Regulation M under the Exchange Act; PROVIDED, HOWEVER, that to the extent that any prohibition is applicable to Stratos, Stratos will take such action as is necessary to make any such prohibition inapplicable. Stratos may require as a condition precedent to Stratos' obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish Stratos such information regarding such seller and the distribution of such securities as Stratos may from time to time reasonably request; PROVIDED, HOWEVER, that such information is necessary for Stratos to consummate such registration and shall be used only in connection with such registration. Each Holder of Registrable Securities agrees that upon receipt of any notice from Stratos of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.4, such Holder will discontinue such Holder's disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed by Stratos, will deliver to Stratos (at Stratos' expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event Stratos shall give any such notice, the applicable period mentioned in paragraph (b) of this Section 2.4 shall be extended by the number of days during such period from and including the date of the issuance giving of such notice to and including the date when each seller of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in Registrable Securities covered by such registration statement for sale shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4. If any such registration statement or comparable statement under "blue sky" laws refers to any Holder by name or otherwise as the Holder of any securities of Stratos, then such Holder shall have the right to require (i) the insertion therein of language, in any jurisdictionform and substance reasonably satisfactory to such Holder and Stratos, PRGX will promptly notify each seller to the effect that the holding by such Holder of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering securities is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.no
Appears in 2 contracts
Sources: Registration Rights Agreement (Stratos Lightwave Inc), Registration Rights Agreement (Stratos Lightwave Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have Company is required to effect a registration hereunder (or, as applicable, requested that any Registrable Securities be registered pursuant to this Agreementassist in connection with a sale under a shelf registration statement), PRGX will the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will thereof as expeditiously promptly as practicable, and, in connection with any such request, as applicable:
(a) Prepare The Company shall as expeditiously as reasonably practicable prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt be registered thereunder in accordance with the intended method of the requestdistribution thereof, and use its reasonable best efforts to (i) cause such filed registration statement to become effective as soon as practicable after filing; providedand remain effective, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
and (bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to promptly update such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until so that date when all Registrable Securities covered by such registration statement have been sold (but it does not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, until all of the Registrable Securities included in such registration statement shall have actually been sold thereunder; provided that, at the request of any Holder, the intended method of distribution relating to the sale of the Registrable Securities to be registered thereunder shall provide for individual Holders to be named as selling stockholders under such registration statement.
(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to each Holder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as a Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. The Holders shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to the Holders, and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to 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 not misleading.
(c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify the Holders of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable best efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Holders reasonably (in light of the circumstances then existing, Holders’ intended plan of distribution) requests and subject to Article I(c(ii) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of cause such event, and promptly notify each Holder of Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the filing ofbusiness and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable a Holder to consummate the disposition of the Registrable Securities owned by such Holder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.9(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company shall immediately notify the Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading and promptly prepare and make available to the Holders and file with the SEC any such supplement or amendment.
(f) The Company shall select an underwriter or underwriters in light connection with any Underwritten Offering; provided that, in the event of a Demand Registration requested by the L▇▇▇▇▇ Holders or the Vestar Holders, such underwriter or underwriters shall be selected by the L▇▇▇▇▇ Holders or the Vestar Holders, as the case may be, with the consent of the circumstances under Company (which they were made consent shall not be unreasonably withheld). In connection with any Underwritten Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Underwritten Offering, including, to the extent necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the FINRA.
(g) Subject to the execution of confidentiality agreements satisfactory in form and substance to the Company in the case exercise of an amendment its good faith judgment, the Company will give to the registration statementHolders, their counsel and accountants (i) reasonable and customary access to its books and records, that, in the opinion of the Board are pertinent corporate documents, and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel, to the Holders, to enable them to exercise its due diligence responsibility.
(h) The Company shall use its reasonable best efforts to cause it furnish to become effective the Holders and to each such underwriter, if any, a signed counterpart, addressed to the Holders or such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as soon the case may be, as possible; andthe Holder and the underwriters reasonably request.
(gi) Promptly notify each Each Holder selling shall promptly furnish in writing to the Company such information regarding such Holder that is reasonably necessary for the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information regarding such Holder as may be legally required or advisable in connection with such registration.
(j) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.9(e), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Holder’s Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.9(e), and, if so directed by the Company, such Holders shall destroy all copies, other than any permanent file copies then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.9(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.9(e) to the date when the Company shall make available to the Holders a prospectus supplemented or amended to conform with the requirements of Section 2.9(e).
(k) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement and each managing underwriter, if any: on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.
(l) The Company shall have appropriate officers of the Company (i) when prepare and make presentations at any “road shows” and before analysts and rating agencies, as the registration statementcase may be, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of take other actions to obtain ratings for any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; Registrable Securities and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise otherwise use their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its reasonable best efforts to cooperate with as reasonably requested by the Holders requesting registration of Registrable Securities pursuant to this Agreement underwriters in the disposition offering, marketing or selling of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;Securities.
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will The Company shall use its reasonable best efforts to promptly obtain take all other steps necessary to effect the withdrawal registration of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationcontemplated hereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lovell Minnick Partners LLC), Registration Rights Agreement (Vestar Capital Partners Iv Lp)
Registration Procedures. Whenever In connection with the Holders of Registrable Securities have requested that any Registrable Securities be registered Company's obligations pursuant to this AgreementSections 4.1 and 4.2 hereof, PRGX the Company will use its all reasonable best efforts to effect the such registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablepromptly:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, SEC as soon as practicable, but no later than sixty (60) days from receipt of practicable after request for registration hereunder the request, requisite registration statement to effect such registration and use its all reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation and to include securities in a registration statement pursuant remain continuously effective until the earlier to Article II if that occur of (x) 180 days following the date on which such registration statement is withdrawn for any reason; anddeclared effective or (y) the termination of the offering being made thereunder.
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities shares of Common Stock and Common Stock Equivalents, as the case may be, covered by such registration statement during until such Common Stock and Common Stock Equivalents, as the case may be, has been sold or such lesser period of time as the Company, any seller of such Common Stock and Common Stock Equivalents, as the case may be, or any underwriter is required under the Securities Act to deliver a prospectus in accordance with the intended methods of disposition by the sellers thereof of such Common Stock and Common Stock Equivalents, as the case may be, set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating statement or supplement to such registration; andprospectus;
(c) Furnish, without charge, furnish to each seller Stockholder and Permitted Transferee which owns shares of Registrable Securities Common Stock or Common Stock Equivalents, as the case may be, covered by such registration statement (the "SELLING STOCKHOLDERS") and each the managing underwriter, if any, at least one executed original of the registration statement and such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) in conformity with the requirements of and any other prospectus filed under Rule 424 under the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned be requested by such seller; andSelling Stockholder;
(d) Use its best use all reasonable efforts (i) to register or qualify all shares of Common Stock or Common Stock Equivalents, as the case may be, covered by such Registrable Securities registration statement under such other the securities or "blue sky sky" laws of such jurisdictions within the United States where an exemption is not available as the sellers or any managing underwriter Selling Stockholders shall reasonably request, (ii) to keep such registration or qualification in effect for so long as the such registration statement is remains in effect and do (iii) to take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers the Selling Stockholders to consummate the disposition in such jurisdictions of such Common Stock and Common Stock Equivalents, as the Registrable Securities owned by such sellers (provided case may be, PROVIDED that PRGX the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject itself to taxation in any such jurisdiction or file take any action which would subject it to general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use its best efforts to obtain all other approvalsnotify the Selling Stockholders and the managing underwriter, covenantsif any, exemptions or authorizations from promptly, and confirm such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
advice in writing (fi) Notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required or any prospectus supplement or post-effective amendment has been filed, and, with respect to be delivered under a registration statement or any post-effective amendment, when the Securities Act same has become effective, (ii) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the registered securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event as or information becoming known which requires the making of any changes in a result of which the prospectus included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of related prospectus so that such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus documents will not contain an any 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 not misleading in light and (vi) of the circumstances under which they were made and in the case of an Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andor the lifting of any suspension of the qualification of any of the registered securities for sale in any jurisdiction, at the earliest possible moment;
(g) Promptly notify each Holder selling Registrable Securities covered upon the occurrence of any event contemplated by such registration statement and each managing underwriterclause (e)(v) above, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus prepare a supplement related thereto or post-effective amendment to the applicable registration statement has been filed or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the securities being sold thereunder, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(h) use its best efforts to furnish to the Selling Stockholders a signed counterpart, addressed to the Selling Stockholders and the underwriters, if any, of (A) an opinion of counsel for the Company, and (B) a "comfort" letter, signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountant's letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the accountant's letter, such other financial matters, and in the case of the legal opinion, such other legal matters, as the Selling Stockholders or the underwriters may reasonably request;
(i) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to the Selling Stockholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder no later than 90 days after the end of any 12-month period beginning after the effective date of a registration statement pursuant to which shares of Common Stock and Common Stock Equivalents, as the case may be, are sold, which statement shall cover such 12-month period;
(j) cooperate with the Selling Stockholders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing shares of Common Stock and Common Stock Equivalents, as the case may be, to be sold; and enable such shares of Common Stock and Common Stock Equivalents, as the case may be, to be in such denominations and registered in such names as the Selling Stockholders or the managing underwriters, if any, may request at least two Business Days prior to any sale of shares of Common Stock or Common Stock Equivalents, as the case may be, to the underwriters;
(k) use its best efforts to cause the shares of Common Stock and Common Stock Equivalents, as the case may be, covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Stockholder(s) or the underwriters, if any, to consummate the disposition of such shares of Common Stock and Common Stock Equivalents, as the case may be;
(l) cause all shares or units of Common Stock or Common Stock Equivalents, as the case may be, covered by the registration statement or any post-effective amendmentto be listed on each securities exchange, when the same has become effective; (ii) if any, on which securities of any request such class, series and form issued by the SEC Company, if any, are then listed if requested by the managing underwriters, if any, or any state securities authority for amendments the holders of a majority of the shares or supplements to units of Common Stock or Common Stock Equivalents, as the case may be, covered by the registration statement or and entitled hereunder to be so listed;
(m) cooperate and assist in any filings required to be made with the prospectus related thereto or for additional information; National Association of Securities Dealers, Inc. (the "NASD") and in the performance of any due diligence investigation by any underwriter (iii) including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purposeNASD); and
(hn) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly soon as practicable prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such the registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for to the selling Holders of Registrable Securities Selling Stockholders and to each the managing underwriterunderwriters, if any, and make the Company's representatives available for discussion of such document and consider in good faith making such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders Selling Stockholders or underwriters may reasonably request; and
(j) Furnish . The Company may require each Selling Stockholder to each Holder participating in furnish to the offering Company such information regarding such Selling Stockholder and the managing underwriterdistribution of such securities by such Selling Stockholder as the Company may from time to time reasonably request in writing in order to comply with the Securities Act. The Selling Stockholders severally agree that, without charge, at least one signed copy upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.3(e)(ii), (iii), (iv), (v) or (vi) hereof, they will forthwith discontinue disposition pursuant to such registration statement and of any post-effective amendments thereto (which shares of Common Stock or Common Stock Equivalents, as the case may be, covered by such registration statement or prospectus until their receipt of the copies of the supplemented or amended prospectus relating to such registration statement or prospectus or until they are advised in writing by the Company that the use of the applicable prospectus may be a photocopy or conformed copy resumed (and the period of such signed documentdiscontinuance shall be excluded from the calculation of the period specified in clause (x) of Section 4.3(a)) and, excluding all documents incorporated therein if so directed by reference and all exhibits; and
the Company, will deliver to the Company (k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this AgreementCompany's expense, on the date that such Registrable Securities are delivered to the underwriters for sale except as otherwise provided in connection with a registration pursuant to this AgreementSection 4.1(c)) all copies, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such dateother than permanent file copies then in their possession, of the counsel representing PRGX for prospectus covering such securities in effect at the purposes time of receipt of such registration, in form and substance as is customarily given by company counsel notice. The Selling Stockholders agree to furnish the underwriters in an underwritten public offeringCompany a signed counterpart, addressed to the Company and the underwriters, if any, and (ii) a letter dated such date, from of an opinion of counsel for the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants Selling Stockholders covering substantially the same matters with respect to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
statement (m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery prospectus included therein) as are customarily covered in opinions of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities selling stockholder's counsel delivered to the underwriters or, if not an in underwritten offering, in accordance with public offerings of securities (and dated the written instructions of dates such opinions are customarily dated) and such other legal matters as the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, Company or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationunderwriters may reasonably request.
Appears in 2 contracts
Sources: Subscription Agreement (Cluett Peabody & Co Inc /De), Stockholders' Agreement (Cluett Peabody & Co Inc /De)
Registration Procedures. Whenever (a) If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its commercially reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 5.1 and 5.2, the intended method of disposition thereof, and pursuant thereto PRGX will Company shall as expeditiously as practicablereasonably possible:
(ai) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to effect such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to registration and thereafter use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filingpursuant to the terms of this Agreement; provided, however, that PRGX shall have no obligation the Company may discontinue any registration of its securities that are not Registrable Securities at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if relating thereto; provided, further, that before filing such registration statement is withdrawn for or any reason; andamendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration ("Selling Holders") copies of all such documents proposed to be filed, which documents will be subject to the review of (and shall reasonably take into account the comments of) such counsel, and such review to be conducted with reasonable promptness;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments, post-effective 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and furnish, without charge, ;
(iii) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents as such seller Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; and;
(div) Use its use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions within as any Selling Holder and any underwriter of the United States as the sellers or any managing underwriter securities being sold by such Selling Holder shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Selling Holder, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 5.5(a)(iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use its use reasonable best efforts to obtain all cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the NYSE, the NYSE MKT LLC or the NASDAQ Stock Market;
(vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; ;
(vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter:
(1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten secondary offerings by selling shareholders, and
(f2) Notify each seller a "comfort" letter (or, in the case of any such Registrable Securities promptly at any time when Person that does not satisfy the conditions for receipt of a prospectus relating thereto is required to be delivered under the Securities Act "comfort" letter specified in AU Section 634 of the happening of any event as a result of which AICPA Professional Standards, an "agreed upon procedures" letter) signed by the prospectus independent registered public accountants who have certified the Company's financial statements included in such registration statement contains an untrue statement of a material fact or omits statement;
(viii) promptly make available for inspection by any Selling Holder, any underwriter participating in any disposition pursuant 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the "Inspectors"), all financial and other records and pertinent corporate documents of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause it the Company's officers, directors and employees to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered supply all information reasonably requested by any such Inspector in connection with such registration statement and each managing underwriterstatement; provided, if any: (i) when however, that, unless the registration statement, any pre-effective amendment, the prospectus disclosure of such Records is necessary to avoid or any prospectus supplement related thereto correct a misstatement or post-effective amendment to the registration statement has been filed and, with respect to omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any postinformation under this Section 5.5(a)(viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-effective amendmentclient or other privilege, when the same has become effective; or violate a confidentiality obligation, that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(ix) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events:
(1) the effectiveness of any such registration statement;
(2) any request by the SEC or any state securities authority Commission for amendments or supplements to the registration statement or the prospectus related thereto or for additional informationinformation and when same has been filed and become effective;
(3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and and
(iii4) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; and;
(hx) Upon receipt notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of such confidentiality agreements any event as PRGX may reasonably requesta result of which, make reasonably available for inspection by any seller of such Registrable Securities covered by the prospectus included in such registration statement, by as then in effect, includes an untrue statement of a material fact or omits to state any underwriter, if any, participating in any disposition material fact required to be effected pursuant stated therein or necessary to such registration statement and by any attorneymake the statements therein not misleading, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Selling Holder, promptly prepare and furnish to such Selling Holder requesting registration a reasonable number of Registrable Securities pursuant copies of a supplement to this Agreementor an amendment of such prospectus as may be necessary so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes purchasers of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable 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;
(lxi) Use its use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement;
(xii) cooperate with the Selling Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates (which shall not bearing bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing the Registrable Securities securities sold under any registration statement, and enable such securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement managing underwriter or such sellers may request and keep available and make available to the Company's transfer agent prior to any sale the effectiveness of Registrable Securities such registration statement a supply of such certificates as necessary or appropriate;
(xiii) use its reasonable best efforts to take or cause to be taken all other actions, and do and cause to be done all other things, necessary or reasonably advisable in the underwriters or, if not an underwritten offering, in accordance with opinion of Selling Holders' counsel to effect the written instructions registration of the selling holders of Registrable Securities at least three business days prior to any sale of such Registrable Securities; and
(nxiv) In take such other actions as the Selling Holders or the underwriters reasonably request, upon reasonable prior notice, in order to facilitate the disposition of such Registrable Securities, including causing the management of the Company to prepare for and participate in due diligence and drafting sessions and in "road show" presentations and other customary selling efforts; provided that notwithstanding anything to the contrary herein, the Company shall not be obligated to participate in any "road show" pursuant to this Agreement within 18 (eighteen) months of any other "road show" in which the Company has participated or will be participating at the request of the Selling Holders or underwriters selected by the Selling Holders. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement.
(b) Without limiting any of the foregoing, in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If that the offering of Registrable Securities is to be underwrittenmade by or through an underwriter, the Company shall enter into any necessary agreements in connection therewith (including an underwriting agreement with a managing underwriter or underwriters containing customary representations, warranties warranties, indemnities and agreements); and
agreements customarily included (pbut not inconsistent with the covenants and agreements of the Company contained herein) Cause all such by an issuer of common shares in underwriting agreements with respect to secondary offerings of common shares for the account of, or on behalf of, selling shareholders. In connection with any offering of Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
this Agreement, the Company shall (qi) Provide a furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold, in such denominations as requested and (ii) instruct any transfer agent and registrar for all of the Registrable Securities registered to release any stop transfer order with respect thereto.
(c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.5(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder's disposition of Registrable Securities pursuant hereto to the applicable registration statement and a CUSIP number for prospectus relating thereto until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.5(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company's expense, all copies, other than permanent file copies, then in such Selling Holder's possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, in each case not later than any applicable period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the effective number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 5.5(a)(ix) to the date when all such registrationSelling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.
Appears in 2 contracts
Sources: Shareholder Agreement (Aircastle LTD), Shareholder Agreement (Aircastle LTD)
Registration Procedures. Whenever If and whenever the Holders Company is required by the provisions of Registrable Securities have requested that this Agreement to effect or cause the registration of and/or participate in any offering or sale of any Registrable Securities be registered pursuant to under the Securities Act as provided in this Agreement, PRGX will Agreement (or use its reasonable best efforts to effect accomplish the same), the Company shall, as expeditiously as possible:
(a) prepare and file all filings with the SEC and FINRA required for the consummation of the offering, including preparing and filing with the SEC a registration statement (including all required exhibits and financial statements) on an appropriate registration form of the sale SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereofthereof (including, without limitation, a Partner Distribution), which registration form (i) shall be selected by the Company (except as provided for in a Demand Registration Request) and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be filed therewith, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective for such period as soon any Participating Holder pursuant to such registration statement shall request (provided, however, that as far in advance as reasonably practicable after filingbefore filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” Laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the AEA Investors and one counsel for all other Participating Holder(s) collectively (selected by the holders of a majority of the shares of the Company held by such other Participating Holder(s)) (the “Majority Holders’ Counsel”) and to one counsel for the Manager, if any, copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the reasonable review and reasonable comment of such counsel (including any objections to any information pertaining to any Participating Holder and its plan of distribution and otherwise to the extent necessary, if at all, to complete the filing or maintain the effectiveness thereof), and the Company shall make the changes reasonably requested by such counsel and shall not file any registration statement or amendment thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to which either (i) the underwriters, if any, or (ii)(a) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in the offering, or, otherwise, (b) the Majority Participating Holders for the offering, shall reasonably object; provided, however, that PRGX that, notwithstanding the foregoing, in no event shall have no obligation the Company be required to include securities file any document with the SEC which in the view of the Company or its counsel contains an untrue statement of a registration material fact or omits to state a material fact required to be stated therein or necessary to make any statement pursuant to Article II if that registration statement is withdrawn for any reason; andtherein not misleading;
(bi) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such pre- and post-effective amendments and supplements to such registration statement and the prospectus used in connection therewith and such free writing prospectuses and Exchange Act reports (x) as may be necessary to keep such registration statement continuously effective until that date when all Registrable Securities covered by for such period as any Participating Holder pursuant to such registration statement have been sold shall request, (but not before y) as may be reasonably requested by either (i) the expiration Manager or (ii) (a) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders AEA Investors in the case of a Registration under Article IIoffering, or, otherwise, (b) the Majority Participating Holders for the offering and (z) as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period statement, and any prospectus so supplemented to be filed pursuant to Rule 424 under the Securities Act, in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement and (ii) provide notice to such sellers of Registrable Securities and the Manager, and if any, of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(c) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Participating Holder and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement statement, each pre- and post-effective amendment and supplement thereto (in each case including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, each free writing prospectus utilized in connection therewith, in each case, in all material respects in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andseller (the Company hereby consenting to the use in accordance with all applicable Laws of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(d) Use use its reasonable best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities or state “blue sky laws sky” Laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, shall requestreasonably request in writing, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers jurisdictions in accordance with the intended methods of disposition (provided including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that PRGX will not in no event shall the Company be required to qualify generally to do business or file any general consent to service of process as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (d), be required to qualify be so qualified, to subject itself to taxation in any such jurisdiction or file but for this subparagraph); andto consent to general service of process in any such jurisdiction;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Participating Holder of Registrable Securities of the filing of, a supplement to such prospectus or (that is not an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(gindividual) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed with the SEC and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky laws sky” Laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading (which notice shall notify the Participating Holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information); and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct; and, if the notification relates to an event described in clause (v), unless the Company has declared that a Postponement Period exists, the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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 in the light of the circumstances under which they were made not misleading;
(f) comply (and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within forty-five (45) days, or ninety (90) days if it is a fiscal year, after the end of such twelve month period described hereafter), an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive months beginning with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(g) (i) (A) cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed, to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(h) Upon cause its senior management, officers, employees and independent public accountants to participate in, make themselves available, supply such information as may be reasonably requested and to otherwise facilitate and cooperate with the preparation of the registration statement and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions, due diligence sessions and rating agency presentations) taking into account the Company’s reasonable business needs;
(i) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement and, in the case of any secondary equity offering, provide and enter into any reasonable agreements with a custodian for the Registrable Securities;
(j) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as either (i) the underwriters or (ii)(a) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in the offering, or, otherwise, (b) the Majority Participating Holders for the offering, shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(k) use its reasonable best efforts to (i) obtain opinions from the Company’s counsel, including without limitation local and/or regulatory counsel, and a “cold comfort” letter, updates thereof and consents from the independent public accountants who have certified the financial statements of the Company (and/or any other financial statements) included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters (including, in the case of such “cold comfort” letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinions and letters shall be dated the dates such opinions and “cold comfort” letters are customarily dated and, in the case of an underwritten offering, addressed to the underwriters and otherwise reasonably satisfactory to (a) the underwriters, if any, and to (b)(1) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in the offering, or, otherwise, (2) the Majority Participating Holders for the offering, and (ii) furnish to each Participating Holder upon its request and to each underwriter, if any, a copy of such opinions and letters addressed to such underwriter and each Participating Holder to the extent permitted by the Company’s independent public accountants;
(l) deliver promptly to counsel for the AEA Investors and Majority Holders’ Counsel and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as PRGX the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementcounsel for the AEA Investors, by Majority Holders’ Counsel, by counsel for any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or (i) any such underwriter, (ii) the AEA Investors or (iii) the Majority Participating Holders, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such sellercounsel for the AEA Investors, Majority Holders’ Counsel, counsel for an underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Traeger, Inc.), Registration Rights Agreement (TGPX Holdings I LLC)
Registration Procedures. Whenever In the Holders event a Covered Person properly exercises its rights under this Article II (on each occurrence, an “Exercising Covered Person”), subject to the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreementthe applicable sections of Article II, PRGX will the Company shall use its commercially reasonable best efforts to effect the registration and the sale of such the Registrable Securities Securities, in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will thereof as expeditiously promptly as practicable:, and, in connection with any such request (to the extent applicable, in the case of a registration pursuant to Section 2.1):
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (The Company shall as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form expeditiously as reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the prospectus used in connection therewith as may be necessary to keep such registration statement effective until that date when all sale of the Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period be registered thereunder in accordance with the intended methods method of disposition by distribution thereof, and use its commercially reasonable efforts to cause such filed registration statement to become and remain effective, until all of the sellers thereof set forth Registrable Securities included in such registration statement, and furnish, without charge, to each seller statement shall have actually been sold thereunder. The Company in its sole discretion may condition the inclusion of Registrable Securities, Securities in accordance with Section 9.1 hereof, copies a registration upon the timely provision by a holder selling Registrable Securities in such registration of all correspondence between PRGX and such information as the SEC Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such registration; and).
(cb) FurnishPrior to filing a registration statement or prospectus or any amendment or supplement thereto, without chargethe Company shall, if requested, furnish to each seller of Registrable Securities an Exercising Covered Person and each underwriter, if any, in accordance with Section 9.1 hereofof the Registrable Securities covered by such registration statement, copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to an Exercising Covered Person and underwriter, if any, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) in conformity with the requirements of and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such seller an Exercising Covered Person or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts subject to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within registration. An Exercising Covered Person shall have the United States as right to request that the sellers or Company modify any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included information contained in such registration statement contains statement, amendment and supplement thereto pertaining to an Exercising Covered Person or its members and the Company shall use its all commercially reasonable efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading.
(c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Exercising Covered Person or its members, as applicable, set forth in such registration statement or supplement to such prospectus and (iii) promptly notify the Exercising Covered Person of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable best efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company shall use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Exercising Covered Person or its members, as applicable, reasonably (in light of the circumstances then existingintended plan of distribution of the Exercising Covered Person or its members, as applicable,) requests and subject to Article I(c(ii) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of cause such event, and promptly notify each Holder of Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the filing ofbusiness and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable an Exercising Covered Person or its members, as applicable, to consummate the disposition of the Registrable Securities owned by such Exercising Covered Person or its members, as applicable, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.5(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company shall immediately notify an Exercising Covered Person, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading and promptly prepare and make available to an Exercising Covered Person and file with the SEC any such supplement or amendment.
(f) The Company shall select an underwriter or underwriters in light connection with any Public Offering; provided that, in the event of a Takedown or a Demand Registration, such underwriter or underwriters shall be reasonably acceptable to ICGH LLC. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including, to the extent necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andunderwriting arrangements with FINRA.
(g) Promptly Subject to the execution of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith judgment, the Company will give to ICGH LLC, its counsel and accountants (i) reasonable and customary access to its books and records and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel to ICGH LLC, to enable it to exercise its due diligence responsibility.
(h) The Company shall use its commercially reasonable efforts to furnish to an Exercising Covered Person and to each such underwriter, if any, a signed counterpart, addressed to such Exercising Covered Person or such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as such Exercising Covered Person therefor reasonably requests.
(i) An Exercising Covered Person shall promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required or advisable in connection with such registration.
(j) An Exercising Covered Person agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(e), an Exercising Covered Person shall forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities (and will notify each Holder selling its members who are disposing of Registrable Securities pursuant to such registration statement to discontinue such disposition), until such Exercising Covered Person’s receipt and distribution to its members, as applicable, of the copies of the supplemented or amended prospectus contemplated by Section 2.5(e), and, if so directed by the Company, such Exercising Covered Person shall deliver to the Company all copies, other than any permanent file copies, then in such Exercising Covered Person or its members’ possessions, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.5(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.5(e) to the date when the Company shall make available to such Exercising Covered Person a prospectus supplemented or amended to conform with the requirements of Section 2.5(e).
(k) The Company shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement and each managing underwriter, if any: on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.
(l) The Company shall have appropriate officers of the Company (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, prepare and make such changes in such document concerning presentations at any “road shows” and before analysts, as the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters case may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anybe, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best otherwise use their commercially reasonable efforts to cooperate with as reasonably requested by the Holders requesting registration of Registrable Securities pursuant to this Agreement underwriters in the disposition offering, marketing or selling of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Imperial Capital Group, Inc.), Registration Rights Agreement (Imperial Capital Group, Inc.)
Registration Procedures. Whenever If and whenever the Holders Company is required ----------------------- by the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant this Agreement to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible:
(a) prepare and file with the sale Commission a registration statement on an appropriate registration form of the Commission for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form (i) shall be selected by the Company and pursuant thereto PRGX will (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as expeditiously as practicable:
(a) Prepare and file to form in all material respects with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt requirements of the requestapplicable form and include all financial statements required by the Commission to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filing; (provided, however, that PRGX shall have no obligation to include securities in before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Company will furnish, if requested, to one counsel for the Holders participating in the planned offering (selected by the Holders making the Demand Registration Request, in the case of a registration pursuant to Article II Section 2.1, and selected by the Holders of a majority of the Registrable Securities included in such registration, in the case of a registration pursuant to Section 2.2) and the underwriters, if that any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement is withdrawn for or amendment thereto or any reason; andprospectus or supplement thereto to which the holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall reasonably object in writing);
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date for such period (which shall not be required to exceed the shorter of (i) 150 days in the case of a registration pursuant to Section 2.1 or 120 days in the case of a registration pursuant to Section 2.2 or (ii) such shorter period when all Registrable Securities covered by such registration statement shall have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case manner set forth and as contemplated in such registration statement) as any seller of a Registration under Article II, Registrable Securities pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and ;
(c) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement statement, each amendment and supplement thereto (in each case including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andseller (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(d) Use use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other state securities or "blue sky sky" laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, shall request, to keep reasonably request in writing in advance of the effectiveness of such registration or qualification in effect for so long as the registration statement is in effect statement, and do any and all other acts and things which may be as are reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers (provided jurisdictions, except that PRGX will not in no event shall the Company be required to qualify generally to do business as a foreign corporation or file any general consent to service of process as a dealer in securities in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (d), be required to qualify be so qualified, to subject itself to taxation in any such jurisdiction or file but for this subparagraph); andto consent to general service of process in any such jurisdiction;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC Commission or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the state securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading; and (vi) if at any time the representations and warranties contemplated by Section 3 below cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company may postpone taking -------- ------- action with respect to a supplement or amendment to the applicable registration statement or a supplement or amendment to the related prospectus or any document incorporated or deemed to be incorporated therein by reference if the Board of Directors of the Company, in its good faith judgment, determines that the registration of Registrable Securities related to such registration statement or prospectus should not be made or continued due to the existence of a Valid Business Reason, provided that such postponement may only take place until such Valid Business Reason no longer exists, but in no event for more than six months;
(f) comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering the period of at least twelve consecutive months beginning with the first day of the Company's first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(i) cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, cause all such Registrable Securities to be listed on a national securities exchange or, failing that, secure designation of all such Registrable Securities as a National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or, failing that, secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter's arranging for the registration of at least two market makers as such with respect to such shares with the National Association of Securities Dealers, Inc. (the "NASD");
(h) Upon provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(i) enter into such customary and reasonable agreements (including, if applicable, an underwriting agreement) and take such other appropriate actions as the Holders of a majority of the Registrable Securities participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, provided that the underwriting agreement, if any, shall be reasonably satisfactory in form and substance to the Company. The Holders of the Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters and which are of the type customarily provided to institutional investors in secondary offerings; provided, however, that the Company shall not be required -------- ------- to make any representations or warranties with respect to information specifically provided by a selling holder or any underwriter for inclusion in the registration documents;
(j) obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, and to the Holders of a majority of the Registrable Securities participating in such offering, and furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Holder or underwriter;
(k) deliver promptly to each Holder participating in the offering and each underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as PRGX the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of 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 in order (the foregoing confidentiality agreements will require such Holders to permit them to exercise their due diligence responsibility; and
agree that, among other things, (i) Promptly the information obtained by them as a result of such inspections shall be deemed confidential and shall not be used by them as the basis for any market transactions in the securities of the Company unless and until such information is made generally available to the public, and (ii) upon learning that disclosure of such information may be required pursuant to a subpoena or other order from a court of competent jurisdiction, they will give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the information and other records of the Company deemed confidential);
(l) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;
(o) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for to the selling Holders holders of Registrable Securities and to each the managing underwriter, if any, and make the Company's representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Holders holders prior to the filing thereof as counsel for such selling Holders holders or underwriters may reasonably request; and;
(jp) Furnish furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document)thereto, excluding including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and
exhibits (k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given including those incorporated by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesreference);
(lq) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(nr) In take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the event disposition of such Registrable Securities. The Company may require as a condition precedent to the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify Company's obligations under this Section 2.4 that each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto as to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than any registration is being effected furnish the effective date of such registration.Company
Appears in 2 contracts
Sources: Registration Rights Agreement (Pny Technologies Inc), Registration Rights Agreement (Pny Technologies Inc)
Registration Procedures. Whenever (a) If and whenever the Holders Company is required to effect or cause the registration of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreementunder the Securities Act as provided in Section 2.1 or 2.2, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereofCompany will, and pursuant thereto PRGX will as expeditiously as practicablepossible:
(ai) Prepare and and, in any event within 60 calendar days after the end of the period within which requests for registration may be given to the Company, file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become and remain effective, provided that the Company may discontinue any registration of its securities that is being effected pursuant to Section 2.2 at any time prior to the effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto.
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare Prepare and file with the SEC such amendments (including post-effective 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 that date when all for a period as may be requested by any Investor (if Registrable Securities covered by of such registration statement have been sold (but Investor are being registered) not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, exceeding sixty days and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, and furnish, without charge, provided that before filing a registration statement or prospectus relating to each seller the sale of Registrable Securities, in accordance with Section 9.1 hereofor any amendments or supplements thereto, the Company will furnish to counsel and to each holder of Registrable Securities covered by such registration statement or prospectus, copies of all correspondence between PRGX documents proposed to be filed, which documents will be subject to the review of such counsel, and the SEC relating Company will give reasonable consideration in good faith to any comments of such registration; andcounsel.
(ciii) Furnish, without charge, Furnish to each seller holder of Registrable Securities covered by the registration statement and to each underwriter, if any, in accordance with Section 9.1 hereofof such Registrable Securities, such number of copies of such registration statement (including all exhibits), each amendment a prospectus and supplement thereto, the preliminary prospectus included in such registration statement (including each preliminary prospectus) for delivery in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller Person may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSecurities.
(div) Use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided seller, in such jurisdictions, except that PRGX will the Company shall not for any such purpose be required (A) to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 2.3(a)(iv), it is not then so qualified, or file (B) to subject itself to taxation in any such jurisdiction, or (C) to take any action which would subject it to general consent to or unlimited service of process in any such jurisdiction where it would is not otherwise be required to qualify or file but for this subparagraph); andthen so subject.
(ev) Use its best efforts to obtain all cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; and.
(fvi) Notify Immediately notify each seller of such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of within the happening of any event as a result of which appropriate period mentioned in Section 2.3(a)(ii), if the Company becomes aware that the prospectus included in such registration statement contains 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, and subject to Article I(c) hereofand, prepare and file at the request of any such seller, deliver a reasonable number of copies of an amended or supplemented prospectus as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include 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 not misleading in the light of the circumstances under then existing.
(vii) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, in each case as soon as praticable, but not later than 45 calendar days after the close of the period covered thereby (90 calendar days in case the period covered corresponds to a fiscal year of the Company), an earnings statement of the Company which they were made will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder.
(viii) Use its reasonable best efforts in cooperation with the case of underwriters to list such Registrable Securities on whatever national securities exchange such securities are then listed.
(ix) In the event the offering is an amendment to the registration statementUnderwritten Offering, use its reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by such registration statement letters and each managing underwriteras the underwriters and any Investor may reasonably request (if Registrable Securities of such Investor are being registered), if any: in order to effect an underwritten public offering of such Registrable Securities.
(ix) when the registration statementExecute and deliver all instruments and documents (including in an Underwritten Offering an underwriting agreement in customary form, any pre-effective amendmentincluding, the prospectus or any prospectus supplement related thereto or post-effective amendment without limitation, indemnities to the registration statement has been filed and, with respect effect and to the registration statement or extent provided in Section 2.4) and take such other actions and obtain such certificates and opinions as the underwriters and any post-effective amendment, when the same has become effective; Investor may reasonably request (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any if Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation such Investor are being registered) in order to effect an underwritten public offering of any proceeding for such purpose; andRegistrable Securities.
(hxi) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably Make available for inspection by any the seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of 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 in order to permit them to exercise their due diligence responsibility; andstatement.
(ixii) Promptly prior Obtain for delivery to the filing of any document which is to be incorporated by reference into the registration statement underwriter or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to agent an opinion or opinions from counsel for the selling Holders of Registrable Securities Company in customary form and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel scope reasonably satisfactory to the underwriters in an underwritten public offering, addressed such underwriter or agent and their counsel.
(xiii) Provide and cause to the underwriters, if any, be maintained a transfer agent and registrar (ii) a letter dated such date, from the independent certified public accountant of PRGXwhich, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringeach case, addressed to may be the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(lCompany) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the for all Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company statement from and its subsidiaries to participate under the direction of the managing underwriter in after a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not date later than that the effective date of such registration.
(b) Each holder of Registrable Securities will, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.1(i) or Section 2.3(a)(vi), forthwith discontinue disposition of the Registrable Securities pursuant to any registration statement and prospectus covering such Registrable Securities until, as applicable, (i) such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.3(a)(vi) or (ii) sales are permitted to resume under Section 2.1(i).
(c) If a registration pursuant to or described in Section 2.1 or 2.2 involves an Underwritten Offering, each holder of Registrable Securities agrees, whether or not such holder's Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such Underwritten Offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 90 calendar days (or such lesser, number as the managing underwriter shall designate) after the effective date of such registration.
(d) If a registration pursuant to or described in Section 2.1 or 2.2 involves an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing, prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration, unless such holder has agreed with the Company or the managing underwriter to limit its rights under this Section 2.3; provided, however, that if a holder of Registrable Securities that has requested a registration pursuant to Section 2.1 withdraws its request after a registration statement has been filed in response to such request, the Investors shall be deemed to have used one of the two (2) demand registrations provided for under Section 2.1 unless such holder reimburses the Company for all of its costs in connection with preparing and filing such registration statement.
(e) It is understood that in any Underwritten Offering in addition to any shares of stock (the "initial shares") the underwriters have committed to purchase, the underwriting agreement may grant the underwriters an option to purchase up to a number of additional shares of stock (the "option shares") equal to 15% of the initial shares (or such other maximum amount as the NASD may then permit), solely to cover overallotments. Option shares to be sold shall be allocated in accordance with the provisions of Sections 2.1(h) and 2.2(d), as applicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Apria Healthcare Group Inc), Registration Rights Agreement (Relational Investors LLC)
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2, the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablepossible:
(ai) Prepare prepare and (as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company) file with the Securities and Exchange Commission ("SEC") a the requisite registration statement with respect to effect such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, registration and thereafter use its reasonable best efforts to cause such registration statement to become effective, PROVIDED that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(a), its securities which are Registrable Securities) at any time prior to the effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Seller or sellers thereof set forth in such registration statement; PROVIDED, and furnishHOWEVER, without chargethat, except as otherwise set forth in this Agreement, the Company shall not be required to each seller amend or supplement such Registration Statement or prospectus after the expiration of Registrable Securities, in accordance with Section 9.1 hereof, copies 90 days from the effective date of all correspondence between PRGX and the SEC relating to such registration; andRegistration Statement;
(ciii) Furnish, without charge, furnish to each seller of Registrable Securities covered by such registration statement such number of conformed copies of such registration statement and of each underwriter, if any, such amendment and supplement thereto (in accordance with Section 9.1 hereofeach case including all exhibits), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(div) Use use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the such registration statement is remains in effect effect, and do take any and all other acts and things action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such sellers (provided seller, except that PRGX will the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(ev) Use use its best efforts to obtain cause all Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; and;
(fvi) Notify furnish to each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.:
Appears in 2 contracts
Sources: Registration Rights Agreement (Recoton Corp), Registration Rights Agreement (Recoton Corp)
Registration Procedures. Whenever the Holders (a) With respect to a registration of Registrable Securities have requested that any Registrable Securities be registered pursuant Securities, subject to this AgreementSection 4.2(c) and Section 4.5, PRGX will the Company shall use its reasonable best efforts to effect to: (i) keep such registration effective for a period ending on the registration earlier of the date that is one-hundred and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:
twenty (a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60120) days from receipt the effective date of the request, and use its reasonable best efforts to cause such registration statement to become effective or such time as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities the Stockholder has completed the distribution described in a the registration statement pursuant to Article II if that registration statement is withdrawn for any reasonrelating thereto; and
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such for the period in accordance with the intended methods of disposition by the sellers thereof set forth in (i) above; (iii) furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as the Stockholder may from time to time reasonably request; (iv) notify the Stockholder (to the extent selling Registrable Securities covered by such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and subject to Article I(c) hereof, following such notification promptly prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such Stockholder a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiesshares, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances under then existing; (v) comply with all applicable rules and regulations of the SEC; (vi) cause all such Registrable Securities registered pursuant to this Section 4.4 to be listed on the national securities exchange on which they were securities of the same class as such Registrable Securities are then listed, if any; (vii) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. and in the performance of any due diligence investigation by any underwriter in an underwritten offering; (viii) take such actions as shall be reasonably requested by the Stockholder or the lead managing underwriter of an underwritten offering to facilitate such offering, including without limitation, making customary road show presentations and, in a customary manner, holding meetings with and making calls to potential investors; and (ix) enter into customary agreements (including, in the case of an amendment to the registration statementunderwritten offering, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement one or more underwriting agreements in customary form, and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, including provisions with respect to the registration statement or any post-effective amendment, when the same has become effective; indemnification and contribution in customary form) and in connection therewith: (iiA) of any request by the SEC or any state securities authority for amendments or supplements make such representations and warranties to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriterunderwriters, if any, participating in any disposition form, substance and scope as are customarily made by issuers to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties underwriters in similar underwritten offerings; (B) obtain opinions of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, Company addressed to the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings; (C) obtain “cold comfort” letters and (ii) a letter dated such date, updates thereof from the independent certified public accountant of PRGX, in form and substance as is customarily given by Company’s independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, which letters shall be customary in form and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition shall cover matters of the Registrable Securities type customarily covered by in “cold comfort” letters to underwriters in connection with primary underwritten offerings; (D) deliver such registration statement, including without limitation in documents and certificates as the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing sole underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the or managing underwriter, if any, or its counsel, shall reasonably request to evidence the continued validity of the representations and warranties made in accordance with Section 4.4(a)(ix)(A) above and to evidence compliance with any customary conditions contained in the underwriting agreement; and (E) facilitate the timely preparation and delivery settlement of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to through the facilities of The Depository Trust Company. The above, as set forth in Section 4.4(a)(iii) through Section 4.4(a)(viii), shall be issued done at such times as customarily occur in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities similar offerings.
(b) The Stockholder shall furnish to the underwriters or, if not an underwritten offering, in accordance with Company such information regarding the written instructions of Stockholder and the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In distribution proposed by the event of Stockholder as the issuance of any stop order suspending the effectiveness of a registration statement, Company may reasonably request or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to as shall be underwritten, enter into any necessary agreements reasonably required in connection therewith (including an underwriting agreement containing customary representationswith any registration, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto qualification or compliance referred to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationthis Article IV.
Appears in 2 contracts
Sources: Stockholders Agreement (SAFG Retirement Services, Inc.), Stockholders Agreement (SAFG Retirement Services, Inc.)
Registration Procedures. Whenever Upon the Holders receipt of Registrable Securities have requested that a request for registration of any Registrable Securities be registered pursuant to Section 2 or Section 3 of this Agreement, PRGX the Company will use its reasonable best efforts to effect the registration and of the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX the Company will as expeditiously as practicablepossible:
(a) 9.1.1 Prepare and file with the SEC a Registration Statement on an appropriate form under the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Act and use its reasonable best efforts to cause such registration statement Registration Statement to become effective as soon as at the earliest practicable after filingdate; providedprovided that before filing a Registration Statement or prospectus or any amendments or supplements thereto, however, that PRGX shall have no obligation the Company will promptly furnish to include securities in a registration statement the holders of Registrable Securities to be registered pursuant to Article II this Agreement (the “Registered Holders”) and the underwriters, if that registration statement is withdrawn for any reason; and
(b) Notify each Holder any, copies of all such documents proposed to be filed, which documents will be subject to the review of the effectiveness Registered Holders and the underwriters, and the Company will not file any Registration Statement or amendment thereto, or any prospectus or any supplement thereto (other than documents incorporated by reference) to which the Registered Holders or the underwriters, if any, shall reasonably object in light of each registration statement filed hereunder the requirements of the Securities Act and prepare any other applicable laws and regulations.
9.1.2 Prepare and file with the SEC such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection therewith Registration Statement as may be necessary to keep such registration statement Registration Statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of for the applicable period; cause the related prospectus delivery periodto be filed pursuant to Rule 424(b) (or any successor provision) under the Securities Act; cause such shorter period prospectus to be supplemented by any required prospectus supplement and, as PRGX may notify so supplemented, to be filed pursuant to Rule 424(b) (or any successor provision) under the Holders in the case of a Registration under Article II, Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the Registration Statement or prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationprospectus.
Appears in 2 contracts
Sources: Exchange Agreement (Earthstone Energy Inc), Exchange Agreement
Registration Procedures. Whenever If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreementfile a registration statement with respect to, PRGX will or to use its reasonable best efforts to effect or cause the registration and the sale of such of, any Registrable Securities under the Securities Act as provided in accordance with this Agreement, the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablepossible:
(a) Prepare and prepare and, in any event within ninety (90) days after a request for registration is given to the Company pursuant to Section 2.2, file with the Securities and Exchange Commission ("SEC") SEC a registration statement on an appropriate form with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingeffective; provided, however, that PRGX the Company may discontinue any registration of Securities which it has initiated for its own account at any time prior to the effective date of the registration statement relating thereto (and, in such event, the Company shall have no obligation to include securities pay the Registration Expenses incurred in connection therewith); and provided, further, that before filing a registration statement pursuant or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to Article II if that counsel for the sellers of Registrable Securities covered by such registration statement is withdrawn copies of all documents proposed to be filed, which documents will be subject to the review of such counsel, (ii) fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the sellers of Registrable Securities being sold may request, and (iii) make such of the representatives of the Company as shall be reasonably requested by the sellers of the Registrable Securities being sold available for any reason; anddiscussion of such documents;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold for a period not in excess of two (but 2) years (which period shall not before the expiration of the be applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration shelf registration effected pursuant to a request under Article II, Section 2.2(b)) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the review of such counsel, (ii) fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the sellers of Registrable Securities being sold may request, and furnish, without charge, (iii) make such of the representatives of the Company as shall be reasonably requested by the sellers of the Registrable Securities being sold available for discussion of such documents;
(c) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), and of each amendment and supplement theretothereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and;
(d) Use use its best efforts to register or qualify such Registrable Securities under covered by such other securities or blue sky laws of registration in such jurisdictions within the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andseller;
(e) Use use its best efforts to obtain all cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; and;
(f) Notify notify each seller of any such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which Company’s becoming aware that the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and subject to Article I(c) hereofat the request of any such seller, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement furnish to such seller a reasonable number of copies of an amended or supplemental prospectus or an amendment to the registration statement as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made then existing;
(g) otherwise use its best efforts to comply with all applicable rules and in regulations of the case SEC, and make available to its Security holders, as soon as reasonably practicable (but not more than eighteen (18) months) after the effective date of an amendment to the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;
(h) (1) use reasonable its best efforts to cause it list such Registrable Securities on any securities exchange on which other Securities of the Company are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (2) use its best efforts to become effective as soon as possible; and
(g) Promptly notify each Holder selling provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(i) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and each managing underwriterother Persons in addition to, or in substitution for the indemnification provisions hereof, and take such other actions as sellers of a majority of such Registrable Securities or the underwriters, if any: , reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(ij) when obtain a “cold comfort” letter or letters from the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; Company’s independent public accountants in customary form and (iii) covering matters of the receipt type customarily covered by PRGX “cold comfort” letters as the seller or sellers of any notification with respect to the suspension a majority of the qualification of any such Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andshall reasonably request;
(hk) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company, and cause all of 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;
(l) notify counsel for the holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in order to permit them to exercise their due diligence responsibility; and
writing: (i) Promptly prior when the registration statement, or any post-effective amendment to the filing registration statement, shall have become effective, or any supplement to the prospectus or any amendment to any prospectus shall have been filed; (ii) of the receipt of any document which is comments from the SEC; (iii) of any request of the SEC to be incorporated by reference into amend the registration statement or amend or supplement the prospectus or for additional information; and (after iv) of the initial filing issuance by the SEC of such registration statement) and which contains information regarding any stop order suspending the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy effectiveness of the registration statement and or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(m) provide each holder of Registrable Securities included in such registration statement reasonable opportunity to comment on the registration statement, any post-effective amendments thereto (which may be a photocopy to the registration statement, any supplement to the prospectus or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; andany amendment to any prospectus;
(kn) Use its best efforts make every reasonable effort to furnishprevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the request of earliest possible moment;
(o) if requested by the managing underwriter or agent or any Holder requesting registration holder of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that covered by the registration statement statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder reasonably requests to be included therein, including, with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration number of Registrable Securities pursuant being sold by such holder to this Agreement in such underwriter or agent, the disposition purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(p) cooperate with the holders of Registrable Securities covered by such the registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company statement and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriteror agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends legends) representing the Registrable Securities to be soldsold under the registration statement, and cause enable such Registrable Securities to be issued in such denominations and registered in such names in accordance as the managing underwriter or agent, if any, or the Holders may request;
(q) use its best efforts to make available the executive officers of the Company to participate with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to and any sale underwriters in any “road shows” that may be reasonably requested by the holders in connection with distribution of Registrable Securities;
(r) obtain for delivery to the holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such holders, underwriters or agents and their counsel; and
(ns) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify cooperate with each seller of such order, Registrable Securities and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain each underwriter or agent participating in the withdrawal disposition of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto and their respective counsel in connection with any filings required to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationmade with FINRA.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pinnacle Foods Inc.), Registration Rights Agreement (Pinnacle Foods Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this AgreementSection 2 hereof, PRGX will the Company will, at its expense, use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereofthereof prior to the Required Filing Date, and pursuant thereto PRGX in connection with any such request, the Company will as expeditiously as practicable:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt be registered thereunder in accordance with the intended method of the requestdistribution thereof, and use its commercially reasonable best efforts and proceed diligently and in good faith to cause such filed registration statement to become effective as soon as practicable after filingunder the Securities Act; provided, however, PROVIDED that PRGX shall have no obligation to include securities in before filing a registration statement pursuant or prospectus or any amendments or supplements thereto, the Company will furnish to Article II if all Selling Holders and to one counsel reasonably acceptable to the Company selected by the Selling Holders, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel; PROVIDED FURTHER that in connection with a Demand Registration, the Company shall not file any registration statement is withdrawn for or prospectus, or any reason; andamendments or supplements thereto, if the Requesting Holders who hold a majority of the Registrable Securities covered by such registration statement or their counsel shall reasonably object on a timely basis;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date pursuant to Section 2 for a period (except as provided in the last paragraph of this Section 5) of not less than 180 consecutive days or, if shorter, the period terminating when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery periodperiod referred to in Section 4(3) or such shorter period as PRGX may notify of the Holders in the case of a Registration under Article IISecurities Act and Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods method of disposition by the sellers Selling Holders thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(c) Furnish, without charge, furnish to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such Selling Holder such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller Selling Holder may reasonably request request, including, but not limited to, the matters set forth in Sections 5(a)(i), (ii), (iii) and (v), in order to facilitate the disposition of the Registrable Securities owned by such seller; andSelling Holder;
(d) Use its best notify the Selling Holders promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective under the Securities Act and each applicable state Law, (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations or warranties of the Company or any Subsidiary contained in any agreement (including any underwriting agreement) contemplated by Section 5(i) below cease to be true and correct in any material respect, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (vi) of the happening of any event which makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any 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 not misleading, and that in the case of the prospectus, it will not contain any 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 circumstances under which they were made, not misleading, and (vii) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(e) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment;
(f) cooperate with the Selling Holders and the managing Underwriter or Underwriters to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depositary Trust Company;
(g) use commercially reasonable efforts to register or qualify such Registrable Securities as promptly as practicable under such other securities or blue sky laws of such jurisdictions within as any Selling Holder or managing Underwriter reasonably (in light of the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect intended plan of distribution) requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Selling Holder or managing Underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Selling Holder; PROVIDED that PRGX the Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (g); and, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(eh) Use its best use commercially reasonable efforts to obtain all cause such Registrable Securities to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities authorities, if any, as may be necessary required of the Company to enable the sellers of such Registrable Securities Selling Holder or Selling Holders thereof to consummate the disposition of such Registrable Securities; and;
(fi) Notify each seller enter into customary agreements (including an underwriting agreement in customary form with customary indemnification provisions) and take such other actions as are reasonably required or advisable in order to expedite or facilitate the disposition of such Registrable Securities, including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show;
(j) make available for inspection by any Selling Holder of such Registrable Securities, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any such Selling Holder or Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspectors in connection with such registration statement. Each Selling Holder of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event agrees that information obtained by it as a result of which such inspections shall be deemed confidential and shall not be used by it as the prospectus included basis for any market transactions in such registration statement contains 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 securities of the circumstances then existingCompany or its Affiliates unless and until such is made generally available to the public (other than by such Selling Holder). Each Selling Holder of such Registrable Securities further agrees that it will, and subject to Article I(c) hereof, prepare and file as soon as practicable upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(k) use commercially reasonable efforts to obtain a comfort letter or comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the Selling Holders of a majority of the shares of Registrable Securities being sold or the managing Underwriter or Underwriters reasonably requests;
(l) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, but in no event later than thirty and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11
(30a) days after awareness of the Securities Act;
(m) use commercially reasonable efforts to cause all such event, and promptly notify each Holder of Registrable Securities of to be listed on each securities exchange on which similar securities issued by the filing ofCompany are then listed or quoted on any inter-dealer quotation system on which similar securities issued by the Company are then quoted;
(n) if any event contemplated by Section 5(d)(vi) above shall occur, as promptly as practicable prepare a supplement or amendment or post-effective amendment to such registration statement or the related prospectus or an amendment to the registration statement any document incorporated therein by reference or promptly file any other required document so that, as thereafter delivered to the purchasers of such the Registrable Securities, such the prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possiblemisleading; and
(go) Promptly notify cooperate and assist in any filing required to be made with the National Association of Securities Dealers, Inc. and in the performance of any due diligence investigation by any underwriter, including any "qualified independent underwriter," or any Selling Holder. The Company may require each Selling Holder selling to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as it may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything herein to the contrary, the Company shall have the right to exclude from any offering the Registrable Securities of any Selling Holder who does not comply with the provisions of the immediately preceding sentence. Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(d)(vi) hereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(d)(vi) hereof, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies, then in such Selling Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5(b) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5(d)(vi) hereof to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the a prospectus supplemented or any prospectus supplement related thereto or post-effective amendment amended to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate conform with the Holders requesting registration requirements of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(cSection 5(d)(vi) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Sources: Stockholders Agreement (Christina Bank & Trust Co), Stockholders Agreement (TNPC Inc)
Registration Procedures. Whenever If and whenever the Holders Company is required by the provisions of Registrable Securities have requested that any Registrable Securities be registered pursuant this Agreement to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible (but, in any event, within 60 days after a Demand Registration Request in the case of Section 2.4(a) below), in connection with the Registration of the Registrable Securities and, where applicable, a takedown off of a shelf registration statement:
(a) prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected by the Company and pursuant thereto PRGX will (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as expeditiously as practicable:
(a) Prepare and file to form in all material respects with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt requirements of the requestapplicable registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective from the date such registration statement is declared effective until the earliest to occur (i) the first date as soon as practicable after filing; of which all of the Registrable Securities included in the registration statement have been sold or (ii) a period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a shelf registration statement and a period of three years in the case of a shelf registration statement (provided, however, that PRGX before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel (provided that the Company shall have be under no obligation to include securities in a make any changes suggested by the Holders), and the Company shall not file any registration statement pursuant or amendment thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to Article II which the Majority Participating Holders or the underwriters, if that registration statement is withdrawn for any reason; andany, shall reasonably object);
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before for the expiration of the applicable prospectus delivery periodperiod set forth in Section 2.4(a) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (and, in connection with any shelf registration statement, file one or more prospectus supplements covering Registrable Securities upon the request of one or more Holders wishing to offer or sell Registrable Securities whether in an underwritten offering or otherwise);
(c) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Manager of such offering;
(d) furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Participating Holder and each underwriter, if any, in accordance with Section 9.1 hereof, of the securities covered by such registration statement such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), any other prospectus filed under Rule 424 under the Securities Act and each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements of the Securities Act Act, and such other documents documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andseller (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(de) Use use its reasonable best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities or state “blue sky sky” laws of such jurisdictions within the United States as the any sellers of Registrable Securities or any managing underwriter underwriter, if any, shall requestreasonably request in writing, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such sellers jurisdictions (provided including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that PRGX will not in no event shall the Company be required to qualify generally to do business or file any general consent to service of process as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (e), be required to qualify be so qualified, to subject itself to taxation in any such jurisdiction or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from consent to general service of process in any such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andjurisdiction;
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Participating Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by PRGX the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable 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 in the light of the circumstances under which they were made not misleading;
(g) comply (and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 45 days, or 90 days if it is a fiscal year, after the end of such 12 month period described hereafter), an earnings statement (which need not be audited) covering the period of at least 12 consecutive months beginning with the first day of the Company’s first fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of (i) (A) cause all such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each the principal securities exchange or other quotation service on which similar securities issued by PRGX the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed; , to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(qi) Provide provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities registered pursuant hereto and a CUSIP number for all covered by such Registrable Securities, in each case registration statement not later than the effective date of such registration.registration statement;
Appears in 2 contracts
Sources: Reorganization Agreement (Goosehead Insurance, Inc.), Reorganization Agreement (Goosehead Insurance, Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have any Holder has requested that any Registrable Securities Shares be registered pursuant to this Agreement, PRGX the Company will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereofthereof as promptly as is practicable, and pursuant thereto PRGX the Company will as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC", pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Shares and use its commercially reasonable best efforts to cause such registration statement to become effective effective, provided that as soon far in advance as practicable after filing; providedbefore filing such registration statement or any amendment thereto, howeverthe Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), that PRGX and any such Holder shall have no obligation the opportunity to include securities in a object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andor amendment;
(b) Notify each Holder except in the case of the effectiveness of each registration statement filed hereunder and a Shelf Registration, prepare and file with the SEC such amendments amendments, post-effective 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 that date when all Registrable Securities covered by such registration statement have been sold for a period of not less than one hundred eighty (but not before the expiration of the applicable prospectus delivery period180) days (or such shorter lesser period as PRGX may notify is necessary for the Holders underwriters in the case of a Registration under Article II, an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and furnish, without charge, 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 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to such registration statement;
(d) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX Shares and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller underwriters of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, the securities being registered such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller; andseller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part);
(de) Use use its commercially reasonable best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request, ); use its commercially reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in effect for so long as the which such registration statement is in effect required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions of (provided, however, that the Registrable Securities owned by such sellers (provided that PRGX Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubparagraph or (ii) consent to general service of process in any such jurisdiction); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and;
(f) Notify promptly notify each seller of and each underwriter and (if requested by any such Registrable Securities promptly at any time Person) confirm such notice in writing (i) when a prospectus relating thereto is required or any prospectus supplement or post-effective amendment has been filed and, with respect to be delivered a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the Securities Act initiation of any proceedings for that purpose, and (iii) of the happening of any event as which makes any statement made in a result registration statement or related prospectus untrue or which requires the making of which the prospectus included any changes in such registration statement contains 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 existingstatement, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement documents so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that they will not contain an any 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 not misleading misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading;
(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the case preparation of an amendment such registration or comparable statement and to require the insertion therein of material, furnished to the registration statementCompany in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of such members of the Company’s management in road show presentations;
(i) otherwise use its commercially reasonable best efforts to cause it comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to become the Company’s security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of the Company’s first fiscal quarter commencing after the effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the date of a registration statement, any prewhich earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-effective amendmentQ, 10-K and 8-K under the prospectus Exchange Act and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any seller, promptly incorporate in a prospectus supplement related thereto or post-effective amendment such information as the managing underwriter or any seller reasonably requests to the registration statement has been filed andbe included therein, including, without limitation, with respect to the registration statement Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or any post-effective amendment, when ;
(k) as promptly as practicable after filing with the same has become effective; (ii) SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request by the SEC or any state securities authority for amendments or supplements and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement or the prospectus related thereto or for additional information; and (iii) a supply of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andcertificates;
(hm) Upon receipt of such confidentiality agreements as PRGX may reasonably request, promptly make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementseller, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such any registration statement statement, and by any attorney, accountant or other agent or representative retained by any such seller or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, and supply all information the “Records”), as shall be reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order necessary to permit enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; and
(i) Promptly prior provided, however, that, unless the disclosure of such Records is necessary to the filing of any document which is to be incorporated by reference into avoid or correct a misstatement or omission in the registration statement or the prospectus (after the initial filing release of such registration statementRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph if (i) and which contains information regarding the selling HoldersCompany believes, provide copies of such document to after consultation with counsel for the selling Holders Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of Registrable Securities such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and to each managing underwriterso notifies the Inspectors in writing, and make such changes in such document concerning the selling Holders unless prior to the filing thereof as counsel for furnishing any such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement information with respect to clause (ii) such securities becomes effective: Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(n) furnish to each seller and underwriter a signed counterpart of (i) a copy of an opinion or opinions, dated such date, opinions of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anyCompany, and (ii) a comfort letter dated such date, or comfort letters from the Company’s independent certified public accountant of PRGXaccountants, each in customary form and substance covering such matters of the type customarily covered by opinions or comfort letters, as is customarily given by independent certified public accountants the case may be, as the sellers or managing underwriter reasonably requests;
(o) cause the Registrable Shares included in any registration statement to underwriters in an underwritten public officering, addressed to the underwritersbe (i) listed on each securities exchange, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX the Company are then listed; and, or (ii) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if similar securities issued by the Company are quoted thereon;
(qp) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto hereunder;
(q) cooperate with each seller and a CUSIP number for all each underwriter participating in the disposition of such Registrable SecuritiesShares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, in Inc. (“NASD”);
(r) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each case not later than seller of Registrable Shares promptly of any request by the effective date SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(t) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 2 contracts
Sources: Registration Rights Agreement (Clear Channel Outdoor Holdings, Inc.), Registration Rights Agreement (Clear Channel Outdoor Holdings, Inc.)
Registration Procedures. Whenever the Holders holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Restated Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX Company will as expeditiously as practicablereasonably possible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement Registration Statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement Registration Statement to become effective and to remain continuously effective for a period which will terminate when all Registrable Securities covered by such Registration Statement, as soon as practicable after filing; providedamended from time to time, howeverhave been sold or a period of 180 days, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement whichever is withdrawn for any reason; andshorter;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements post-effective amendments to such registration statement the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such registration statement the Registration Statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before for the expiration of the applicable prospectus delivery periodperiod specified in Section 6(a) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities 1933 Act and the 1934 Act with respect to the disposition distribution of all securities covered by such registration statement during such period in accordance with Registrable Securities; provided that, at a time reasonably prior to the intended methods filing of disposition by a Registration Statement or Prospectus, or any amendments or supplements thereto, the sellers thereof set forth Company will furnish to counsel for the Holders of Registrable Securities included in such registration statementregistration, and furnishcopies of all documents proposed to be filed, without charge, which documents will be subject to each seller the comments of such counsel;
(c) make available for inspection by a representative of the Holders of Registrable Securities, any underwriter participating in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating any distribution pursuant to such registration; and, and any attorney, accountant or other agent retained by such representative 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 all information reasonably requested by any such representative, underwriter, attorney, accountant or agent in connection with such registration statement;
(cd) Furnish, without charge, to each seller notify the counsel for the Holders of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement promptly, and, if requested, confirm such advice in writing, (i) when the Prospectus or any supplement or post-effective amendment has been filed, and with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(e) make reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement;
(f) deliver to each Holder of Registrable Securities included in such registration, as the case may be, as many copies of the Registration Statement and Prospectus (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents any amendment or supplement thereto as such seller holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(dg) Use prior to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with the holders of Registrable Securities and the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under such other the securities or blue sky laws of such jurisdictions within the United States as the sellers such Holder or any managing underwriter shall requestreasonably requests in writing, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and or things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition distribution in such jurisdictions of the Registrable Securities owned covered by such sellers (the Registration Statement; provided that PRGX the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or file to take any action which would subject it to general consent to service of process in any such jurisdiction where it would is not otherwise be required to qualify or file but for this subparagraph); andthen so subject;
(eh) Use its best efforts to obtain cause all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities covered by the Registration Statement to consummate be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the disposition of Company are then listed; and provide a transfer agent and registrar for all Registrable Securities included in such Registration Statement and a CUSIP number for all such Registrable Securities; and, in each case not later than the effective date of such registration;
(fi) Notify each seller in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, usual and customary in form, with the managing underwriter of such offering (the Holders of Registrable Securities promptly included in such registration, shall also enter into and perform their obligations under such agreement, usual and customary in form); and the Company shall take such other actions as the underwriters reasonably request in order to expedite or facilitate a disposition of the Registrable Securities;
(j) upon request, furnish to each Holder of Registrable Securities included in such registration, a signed counterpart, addressed to such Holder, of (i) an opinion of counsel for the Company, dated the effective date of such Registration Statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), and (ii) if permitted, a "comfort" letter, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included in such Registration Statement;
(k) immediately notify each Holder of Registrable Securities included in such registration, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus Prospectus included in such registration statement contains 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, and subject to Article I(c) hereofat the request of any such Holder, promptly prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness furnish to such Holder a reasonable number of such event, and promptly notify each Holder copies of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will Prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesthen existing;
(l) Use otherwise use its best reasonable efforts to cooperate comply with all applicable rules and regulations of the Holders requesting SEC under the 1933 Act and the 1934 Act, and take such other actions as may be reasonably necessary to facilitate the registration of Registrable Securities pursuant to this Agreement in or the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringhereunder;
(m) Cooperate In connection with each registration hereunder, the selling Holders of Registrable Securities to be included in the registration will furnish to the Company in writing such information with respect to themselves and the managing underwriterproposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In addition, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale Holders of Registrable Securities to the underwriters or, if agree that they will not an underwritten offering, deliver any form of Prospectus in accordance connection with the written instructions sale of the selling holders of any Registrable Securities at least three business days prior as to any sale of Registrable Securities; and
(n) In which the event of the issuance of any stop order suspending the effectiveness of a registration statement, Company has advised such Holders that it is preparing an amendment or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationsupplement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Freemarkets Inc), Registration Rights Agreement (Freemarkets Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts required to effect the registration and the sale of such any Registrable Securities in accordance with hereunder, the intended method of disposition thereofCompany shall, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare reasonably possible, prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its all reasonable best efforts to cause such registration statement to become effective. The Company also shall keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof, and at its expense, use its commercially reasonable efforts to:
(a) Keep such registration effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in for a period ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement pursuant to Article II if that or such time as the Holder or Holders have completed the distribution described in the registration statement is withdrawn for any reason; andrelating thereto;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare Prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such for the period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; andsubsection (a) above;
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, Furnish such number of copies of such registration statement (prospectuses, including all exhibits)any preliminary prospectuses, each amendment and supplement other documents incident thereto, including any amendment of or supplement to the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents , as such seller a Holder from time to time may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andrequest;
(d) Use its reasonable best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions within the United States jurisdiction as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate requested by the disposition in such jurisdictions of Holders; provided, that the Registrable Securities owned by such sellers (provided that PRGX will Company shall not be required in connection therewith or as a condition thereto to qualify generally to do business or to file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify such states or file but for this subparagraph); andjurisdictions;
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto hereunder to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX the Company are then listed; and
(qf) Provide In connection with any underwritten offering pursuant to a transfer agent registration statement filed pursuant to Section 2.1 hereof, enter into an underwriting agreement in a form reasonably necessary to effect the offer and registrar for all Registrable Securities registered pursuant hereto sale of Common Stock, provided such underwriting agreement contains reasonable and a CUSIP number for all customary provisions, and provided further, that each Holder participating in such Registrable Securities, in each case not later than the effective date of underwriting shall also enter into and perform its obligations under such registrationan agreement.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX The Parent will use its reasonable best efforts to effect the registration each Registration, and to cooperate with the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof as quickly as practicable, and pursuant thereto PRGX the Parent will as expeditiously as practicablepossible:
(a) Prepare subject, in the case of an Incidental Registration, to the proviso to Section 3.1(a), prepare and file with the Securities and Exchange Commission ("SEC") a SEC the registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement the Registration to become effective as soon as practicable after filingeffective; provided, however, that PRGX shall have no obligation to include securities in a before filing any registration statement pursuant or prospectus or any amendments or supplements thereto, the Parent will furnish to Article II the holders of the Registrable Securities covered by such registration statement, their counsel, and the underwriters, if that any, and their counsel, copies of all such documents proposed to be filed at least 10 days prior thereto, which documents will be subject to the reasonable review, within such 10-day period, of such holders, their counsel and the underwriters; and the Parent will not file any registration statement is withdrawn for or amendment thereto or any reason; andprospectus or any supplement thereto (including such documents incorporated by reference) to which the Requisite Holders shall reasonably object within such 10-day period;
(b) Notify each Holder subject, in the case of an Incidental Registration, to the effectiveness of each registration statement filed hereunder and proviso to Section 3.1(a), prepare and file with the SEC such amendments and supplements post-effective amendments to such any registration statement and the any prospectus used in connection therewith as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with statement; and cause the intended methods prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(c) furnish to each holder of disposition by the sellers thereof set forth Registrable Securities included in such registration statementRegistration and the underwriter or underwriters, and furnishif any, without charge, to each seller at least one signed copy of Registrable Securitiesthe registration statement and any post-effective amendment thereto, in accordance with Section 9.1 hereofupon request, and such number of conformed copies of all correspondence between PRGX thereof and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of prospectus and each prospectus filed under Rule 424 under the Securities Act Act), any amendments or supplements thereto and such other any documents incorporated by reference therein, as such seller holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned being sold by such seller; andholder (it being understood that the Parent consents to the use of the prospectus and any amendment or supplement thereto by each holder of Registrable Securities covered by such registration statement and the underwriter or underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto);
(d) Use notify each holder of the Registrable Securities of any stop order or other order suspending the effectiveness of any registration statement, issued or threatened by the SEC in connection therewith, and take all reasonable actions required to prevent the entry of such stop order or to remove it or obtain withdrawal of it at the earliest possible moment if entered;
(e) if requested by the managing underwriter or underwriters, if any, or any holder of Registrable Securities in connection with any sale pursuant to a registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information relating to such underwriting as the managing underwriter or underwriters, if any, or such holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(f) on or prior to the date on which a Registration is declared effective, use its best efforts to register or qualify such qualify, and cooperate with the holders of Registrable Securities included in such Registration, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by such Registration for offer and sale under such other the securities or "blue sky sky" laws of such jurisdictions within each state and other jurisdiction of the United States as any such holder or the sellers or any managing underwriter shall requestunderwriter, if any, reasonably requests in writing; use its best efforts to keep each such registration or qualification in effect for so long as effective, including through new filings, or amendments or renewals, during the period such registration statement is in effect required to be kept effective; and do any and all other acts and or things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in all such jurisdictions reasonably requested of the Registrable Securities owned covered by such sellers (provided Registration; provided, however, that PRGX the Parent will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or file to take any action which would subject it to general consent to service of process in any such jurisdiction where it would is not otherwise be required to qualify or file but for this subparagraph); andthen so subject;
(eg) Use in connection with any sale pursuant to a Registration, cooperate with the holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under such Registration, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(h) use its best efforts to obtain all cause the Registrable Securities to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities within the United States and having jurisdiction over the Parent, the Company or any other Subsidiary as may reasonably be necessary to enable the seller or sellers of such Registrable Securities thereof or the underwriter or underwriters, if any, to consummate the disposition of such Securities;
(i) enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(j) use its best efforts to obtain:
(i) at the time of effectiveness of each Registration, a "comfort letter" from the Parent's independent certified public accountants covering such matters of the type customarily covered by "cold comfort letters" as the Requisite Holders and the underwriters reasonably request; and
(fii) Notify at the time of any underwritten sale pursuant to the registration statement, a "bring-down comfort letter," dated as of the date of such sale, from the Parent's independent certified public accountants covering such matters of the type customarily covered by comfort letters as the Requisite Holders and the underwriters reasonably request;
(k) use its best efforts to obtain, at the time of effectiveness of each Registration and at the time of any sale pursuant to each Registration, an opinion or opinions, favorable to the Requisite Holders in form and scope, from counsel for the Parent in customary form;
(l) notify each seller of such Registrable Securities promptly at any time when a prospectus relating thereto is required to be delivered under the Securities Act of covered by such Registration, upon discovery that, or upon the happening of any event as a result of which the which, any prospectus included in such registration statement contains Registration, 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such eventmisleading, and promptly notify each Holder prepare, file with the SEC and furnish to such seller or holder a reasonable number of Registrable Securities copies of the filing of, a supplement to such prospectus or an amendment to the registration statement of such prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringmade;
(m) Cooperate otherwise comply with all applicable rules and regulations of the SEC, and make generally available to its security holders (as contemplated by section 11(a) under the Securities Act) an earnings statement satisfying the provisions of Rule 158 under the Securities Act no later than 90 days after the end of the 12-month period beginning with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions first month of the selling holders Parent's first fiscal quarter commencing after the effective date of Registrable Securities at least three business days prior to any sale of Registrable Securities; andthe registration statement, which statement shall cover said 12-month period;
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, provide and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is cause to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide maintained a transfer agent and registrar for all Registrable Securities registered pursuant hereto covered by each Registration from and after a CUSIP number for all such Registrable Securities, in each case date not later than the effective date of such registrationRegistration; and
(o) use its best efforts to cause all Registrable Securities covered by each Registration to be listed subject to notice of issuance, prior to the date of first sale of such Registrable Securities pursuant to such Registration, on each securities exchange on which the Parent Common Stock is then listed; and, if the Parent Common Stock is not so listed, to use its best efforts to cause all Registrable Securities covered by each Registration to be designated as National Market System Securities, if the Parent Common Stock is so designated (and, if the Parent Common Stock is listed on the NASDAQ National Market or the NASDAQ SmallCap Market, to cause all Registrable Securities to be so listed); and, if the Parent Common Stock is not so designated, to arrange for at least two market makers to register with the NASD as such with respect to such Registrable Securities. The Parent may require each holder of Registrable Securities that will be included in such Registration to furnish the Parent with such information in respect of such holder of its Registrable Securities that will be included in such Registration as the Parent may reasonably request in writing and as is required by applicable laws or regulations.
Appears in 2 contracts
Sources: Stockholders Agreement (Scharf Micheal J), Stockholders Agreement (Niagara Corp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered In connection with Genesis MLP's obligations to register Common Units pursuant to this Agreement, PRGX Genesis MLP will use its reasonable best efforts Reasonable Efforts to effect the such registration and so as to permit the sale of any Common Units included in such Registrable Securities in accordance with the intended method of disposition thereofregistration, and pursuant thereto PRGX Genesis MLP will as expeditiously as practicablepossible:
(aA) Prepare as soon as reasonably practicable after receipt of a Notice of Demand and a Participation Notice (or the expiration of the period for receipt thereof), prepare and file with the Securities and Exchange Commission ("SEC") a SEC the requisite registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to and thereafter use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts Reasonable Efforts to cause such registration statement to become be declared effective as soon as practicable after filing; providedby the SEC, howeverprovided that before filing such registration statement or any amendment or supplement thereto, that PRGX Genesis MLP will furnish to the Participating Holders copies of drafts of all such documents proposed to be filed (excluding exhibits, which shall be made available upon request by any Participating Holder), and any Participating Holder shall have no obligation the opportunity to include securities in a timely object to any information relating to such Participating Holders contained therein and Genesis MLP will make the corrections reasonably requested with respect to information relating to such Participating Holder prior to filing any such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andstatement, amendment or supplement;
(bB) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before complete the expiration distribution of the applicable prospectus delivery period) or such shorter period securities covered thereby and as PRGX may notify the Holders in the case of a Registration under Article II, and be required to comply with the provisions Section 4(3) of the Securities Act with respect and Rule 174 thereunder;
(C) furnish to each underwriter participating in the disposition distribution of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in under such registration statement, and furnish, without charge, to each seller such number of Registrable Securities, in accordance with Section 9.1 hereof, conformed copies of such registration statement and of each amendment thereto (in each case excluding all correspondence between PRGX exhibits and the SEC relating to such registration; and
(c) Furnishdocuments incorporated by reference, without charge, to each seller of Registrable Securities which exhibits and each underwriter, if any, in accordance with Section 9.1 hereofdocuments shall be furnished upon request), such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus) in conformity with the requirements of and any other prospectus filed under Rule 424 under the Securities Act and such other documents Act, as such seller underwriter may reasonably request in order to facilitate the disposition distribution of the Registrable Securities owned by such seller; andCommon Units;
(dD) Use its best efforts use Reasonable Efforts to register or qualify such Registrable Securities under such all Common Units and other securities or covered by such registration statement under all applicable blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall requestand other securities laws, and to keep such registration or qualification in effect for so long as the such registration statement is remains in effect and do effect, except that Genesis MLP shall not for any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not purpose be required to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (D) be obligated to be so qualified, (b) subject itself to taxation in any such jurisdiction or file any general (c) consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andjurisdiction;
(eE) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in such registration statement contains 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts Reasonable Efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities all Common Units covered by such registration statement and each managing underwriterto be registered with or approved by such other governmental agencies or authorities applicable to Genesis MLP as may be reasonably necessary to enable Genesis MLP (or underwriter or agent, if any: (i) when to consummate the offering and sale of such Common Units pursuant to such registration statement, any pre-effective amendment, ;
(F) use Reasonable Efforts to prevent the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request issuance by the SEC or any state securities authority for amendments other governmental agency or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) court of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably requesta stop order, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant injunction or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdictionand, PRGX will if such an order is issued, use Reasonable Efforts to cause such order to be lifted as promptly notify each seller as practicable;
(G) take such other actions as are reasonably necessary to expedite or facilitate the disposition of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such orderCommon Units; and
(oH) If participate, to the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued extent reasonably requested by PRGX are then listed; and
(q) Provide a transfer agent and registrar the managing underwriter for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securitiesthe offering, in each case not later than customary efforts to sell the effective date of such registrationsecurities under the offering.
Appears in 2 contracts
Sources: Redemption and Registration Rights Agreement (Genesis Energy Lp), Redemption and Registration Rights Agreement (Genesis Energy Lp)
Registration Procedures. Whenever 6.1 In the Holders case of Registrable Securities have requested that any Registrable Securities be registered each registration effected by the Company pursuant to this Agreement, PRGX the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company agrees to use its reasonable best efforts to effect the or cause such registration and to permit the sale of such the Registrable Securities covered thereby by the Holders thereof in accordance with the intended method or methods of disposition thereofdistribution thereof described in such registration statement. In connection with any registration of any Registrable Securities, and pursuant thereto PRGX will except as expeditiously as practicableotherwise provided in Article 5 hereof, the Company shall, at its expense:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement filed to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andeffective;
(b) Notify each Holder of maintain the effectiveness of each such registration statement until the earlier of (A) five years after the date that the registration statement filed hereunder and pursuant to Section 3.1 is first declared effective by the Commission, (B) the date on which all of the Registrable Securities covered by a registration statement may be sold by the Holders pursuant to Rule 144(k) or (C) such time as all of the Registrable Securities have been publicly sold pursuant to a registration statement;
(c) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith included therein as may be necessary to keep effect and maintain the effectiveness of such registration statement effective until that date when all as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such registration statement and furnish to the Holders of the Registrable Securities covered by thereby copies of any such supplement or amendment prior to this being used and filed with the Commission;
(d) promptly notify the Holders of Registrable Securities to be included in a registration statement hereunder, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, and confirm such advice in writing, (A) when such registration statement have or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been sold filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (but not before the expiration B) of the applicable prospectus delivery periodissuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (C) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act receipt by the Company of any notification with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements suspension of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition qualification of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process sale in any jurisdiction where or the initiation or threatening of any proceeding for such purpose or (D) if, to the Company’s knowledge, it would not otherwise shall be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvalsthe case, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included in Act, that such registration statement or prospectus, or any document incorporated by reference in any of the foregoing, contains 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 subject to Article I(c;
(e) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable its best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by obtain the withdrawal of any order suspending the effectiveness of such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) amendment thereto or of any request by order suspending or preventing the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX use of any notification with respect to the suspension of related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction at the earliest practicable date;
(f) furnish to each Holder of Registrable Securities to be included in such registration statement hereunder, each placement or sales agent, if any, therefor and each underwriter, if any, thereof a conformed copy of such registration statement, each such amendment and supplement thereto (in each case excluding all exhibits and documents incorporated by reference) and such number of copies of the registration statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such holder, agent or underwriter, as the case may be) of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, as such Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder sold by such agent or underwritten by such underwriter and to permit such Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act;
(g) use its best efforts to (A) register or qualify the Registrable Securities to be included in such registration statement under the such other securities laws or blue sky laws of any jurisdiction such states of the United States or the initiation District of Columbia to be designated by the Holders of a majority of such Registrable Securities participating in such registration and each placement or sales agent, if any, therefor and underwriter, if any, thereof, as any proceeding for Holder and each underwriter, if any, of the securities being sold shall reasonably request (provided, that the Company shall not be required to use its best efforts to register or qualify the Registrable Securities in more than 15 such purposejurisdictions unless the expenses thereof are borne by the Holders requesting such efforts), (B) keep such registrations or qualifications in effect and comply with such laws at all times during the period described in Section 6.1(b) above and (C) take any and all such actions as may be reasonably necessary or advisable to enable such Holder, agent, if any, and underwriter to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that in order to fulfill the foregoing obligations under this Section 6.1(g), the Company shall not (unless otherwise required to do so in any jurisdiction) be required to (1) qualify generally to do business as a foreign company or a broker-dealer, (2) execute a general consent to service of process or (3) subject itself to taxation; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration a majority of Registrable Securities pursuant to this Agreementthe Holders participating in the registration, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreementsale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: , (i) a copy of an opinion or opinionsopinion, dated as of such date, of the counsel representing PRGX the Company for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offeringoffering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated as of such date, from the independent certified public accountant accountants of PRGXthe Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringoffering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders requesting registration of Registrable Securities;.
(l) Use its best efforts to cooperate with the Holders requesting registration 6.2 The Company may require each Holder of Registrable Securities pursuant as to this Agreement which any registration is being effected to furnish to the Company such information regarding such Holder and such Holder’s method of distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Each such Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omits to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Holder or the distribution of such Registrable Securities, an untrue statement or 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 light of the circumstances then existing.
6.3 Each of the Holders will comply with the provisions of the Securities Act with respect to disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such any registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain filed by the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationCompany.
Appears in 2 contracts
Sources: Registration Rights Agreement (Sutura, Inc.), Registration Rights Agreement (Sutura, Inc.)
Registration Procedures. Whenever the Holders of Registrable Securities have requested Shareholders request that any Registrable Securities be registered pursuant to this AgreementSection 2.1 or Section 2.2, PRGX will subject to the provisions of such Sections, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will thereof as expeditiously as reasonably practicable, and, in connection with any such request:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (The Company shall as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form expeditiously as reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use commercially reasonable efforts to cause such amendments filed registration statement to become and supplements to remain effective for a period of not less than 180 days, or in the case of a Shelf Registration Statement, one year (or, in each case, such shorter period in which all of the Registrable Securities of the Participating Shareholders included in such registration statement and the prospectus used in connection therewith as may shall have actually been sold thereunder or cease to be necessary Registrable Securities).
(b) Prior to keep such filing a registration statement effective until that date when all or prospectus (including any Free Writing Prospectus) or any amendment or supplement thereto, the Company shall, if requested, furnish to each Participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement have been sold (but not before the expiration copies of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementas proposed to be filed, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and thereafter the SEC relating Company shall furnish to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Shareholder and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) in conformity with the requirements of and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act or any Free Writing Prospectus and such other documents as such seller Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts Shareholder. Each Participating Shareholder shall have the right to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within request that the United States as the sellers or Company modify any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly 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 included information contained in such registration statement contains statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use commercially reasonable efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading.
(c) After the filing of the circumstances then existingregistration statement, and subject the Company shall (i) cause the related prospectus to Article I(cbe supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) hereof, prepare and file as soon as practicable comply with the SEC, but in no event later than thirty (30) days after awareness provisions of such event, and promptly notify each Holder the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the filing of, a Participating Shareholders set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Participating Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and use commercially reasonable efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company shall use commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Participating Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests in writing and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder, provided that the Company shall not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.4(d), (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction.
(e) The Company shall immediately notify each Participating Shareholder holding such Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to the registration statement such prospectus or a Free Writing Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) The Company shall have the right to select the underwriter or underwriters in light of the circumstances under which they were made and connection with any underwritten Public Offering other than in the case of a Shelf Take Down, which shall be governed by Section 3.2(a). In connection with any Public Offering, the Company and the Participating Shareholders shall enter into customary agreements (including an amendment underwriting agreement in customary form) and take all other actions as are reasonably required in order to expedite or facilitate the registration statementdisposition of such Registrable Securities in any such Public Offering required by this Agreement, use reasonable best efforts to cause it to become effective as soon as possible; andincluding the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the FINRA.
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement Upon execution of confidentiality agreements in form and each managing underwriter, if any: (i) when substance reasonably satisfactory to the registration statement, any pre-effective amendmentCompany, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, Company shall make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by Participating Shareholder and any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such a registration statement being filed by the Company pursuant to this Section 2.4 and by any attorney, accountant or other agent professional retained by any such seller Shareholder or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is required pursuant to applicable law or regulation or judicial process. Each Participating Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in order the Company Securities unless and until such information is made generally available to permit them the public. Each Participating Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to exercise their due diligence responsibility; andthe Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company shall use commercially reasonable efforts to furnish to each such underwriter, if any, a signed counterpart, addressed to such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as the managing underwriter therefor reasonably requests.
(i) Promptly prior The Company shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriterSEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such changes in such other document concerning that shall satisfy the selling Holders prior to provisions of Section 11(a) of the filing thereof as counsel for such selling Holders or underwriters may reasonably request; andSecurities Act and Rule 158 thereunder.
(j) Furnish The Company may require each such Participating Shareholder promptly to each Holder participating furnish in writing to the offering and Company such information regarding the managing underwriter, without charge, at least one signed copy distribution of the registration statement Registrable Securities as the Company may from time to time reasonably request and any post-effective amendments thereto (which such other information as may be a photocopy or conformed copy of legally required in connection with such signed document), excluding all documents incorporated therein by reference and all exhibits; andregistration.
(k) Use its best efforts to furnishEach such Participating Shareholder agrees that, at the request upon receipt of any Holder requesting registration notice from the Company of the happening of any event of the kind described in Section 2.4(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to this Agreement, on the date that registration statement covering such Registrable Securities are delivered until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.4(e), and, if so directed by the Company, such Shareholder shall deliver to the underwriters for sale Company all copies, other than any permanent file copies then in connection with a such Shareholder’s possession, of any offering materials covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.4(a)) by the number of days during the period from and including the date of the giving of notice pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on Section 2.4(e) to the date that when the registration statement with respect Company shall make available to such securities becomes effective: (i) Shareholder a copy prospectus supplemented or amended to conform with the requirements of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;Section 2.4(e).
(l) Use its best The Company shall use commercially reasonable efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the list all Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives statement on any securities exchange on which any of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter Registrable Securities are appropriate for such underwritten offering;then listed.
(m) Cooperate with With respect to offerings reasonably expected to have aggregate gross proceeds of at least $75,000,000, the selling Holders Company shall use commercially reasonable efforts to support the marketing of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities (including participation in “road shows” and appearing before analysts and rating agencies), taking into account the Company’s business needs; it being understood by the parties to be soldthis Agreement that the phrase “taking into account the Company’s business needs” may permit the non-participation of the Company’s management in a “road show” if the requisite traveling or other demands of a “road show”, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance the good faith determination of the Company, would interfere with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions management of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationCompany’s business.
Appears in 2 contracts
Sources: Registration Rights Agreement (ALTERRA CAPITAL HOLDINGS LTD), Agreement and Plan of Amalgamation (Max Capital Group Ltd.)
Registration Procedures. Whenever (a) If and whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant Company is required to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in Section 5.1, Section 5.2 or Section 5.3, the Company shall as expeditiously as reasonably practicable:
(i) prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method or methods of disposition thereof, distribution of such securities and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to thereafter use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become and remain effective as soon as practicable after filingpursuant to the terms of this Article V; provided, however, that PRGX shall have no obligation the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to include securities in a the effective date of the registration statement pursuant to Article II if relating thereto; provided, further, that before filing such registration statement is withdrawn for or any reason; amendments thereto, the Company will furnish to the Demand Shareholders which are including Registrable Securities in such registration (“Selling Shareholders”), their counsel and the lead managing underwriter(s), if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel, and other documents reasonably requested by such counsel, including any comment letter from the Commission, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such registration statement and each prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors;
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before pursuant to the expiration terms of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under this Article IIV, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during statement;
(iii) if requested by the lead managing underwriter(s), if any, or the holders of a majority of the then outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a prospectus supplement or post-effective amendment such period information as the lead managing underwriter(s), if any, and such holders may reasonably request in accordance with order to permit the intended methods method of disposition by distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the sellers thereof set forth in Company has received such registration statementrequest; provided, and furnishhowever, without charge, that the Company shall not be required to each seller of Registrable Securitiestake any actions under this Section 5.6(a)(iii) that are not, in accordance the opinion of counsel for the Company, in compliance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; andApplicable Law;
(civ) Furnish, without charge, furnish to each seller of Registrable Securities the Selling Shareholders and each underwriter, if any, in accordance with Section 9.1 hereofof the securities being sold by such Selling Shareholders such number of conformed copies of such registration statement and of each amendment and supplement thereto, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act Act, and such other documents as such seller Selling Shareholders and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSelling Shareholders;
(dv) Use its use reasonable best efforts to register or qualify or cooperate with the Selling Shareholders, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by such registration statement under such other securities laws or “blue sky sky” laws of such jurisdictions within the United States as the sellers or Selling Shareholders and any managing underwriter of the securities being sold by such Selling Shareholders shall reasonably request, and to keep each such registration or qualification in effect for so long as (or exemption therefrom) effective during the period such registration statement is in effect required to be kept effective and do take any and all other acts and things action which may be reasonably necessary or reasonably advisable to enable such sellers Selling Shareholders and underwriters to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Selling Shareholders, except that PRGX will the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (v) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(evi) Use its use reasonable best efforts to obtain all cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;
(vii) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be reasonably necessary to enable the sellers of such Registrable Securities Selling Shareholder(s) thereof to consummate the disposition of such Registrable Securities; and;
(fviii) Notify each seller use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;
(ix) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and use its reasonable best efforts to take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the lead managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Offering (A) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its Subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (B) if an underwriting agreement has been entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 5.9 hereof with respect to all parties to be indemnified pursuant to said Section except as otherwise agreed by the holders of a majority of the Registrable Securities being sold and (C) deliver such documents and certificates as reasonably requested by the holders of a majority of the Registrable Securities being sold, their counsel and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant to sub-clause (A) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder;
(x) in connection with an Underwritten Offering, use reasonable best efforts to obtain for the Selling Shareholders and underwriter(s) (A) opinions of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Shareholders and underwriters and (B) “comfort” letters and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with underwritten offerings;
(xi) make available for inspection by the Selling Shareholders, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained in connection with such offering by such Selling Shareholders or underwriter (collectively, the “Inspectors”), financial and other records, pertinent corporate documents and instruments of the Company (collectively, the “Records”), as shall be reasonably necessary, or as shall otherwise be reasonably requested, to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its Subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney, agent or accountant in connection with such registration statement; provided, however, that the Company shall not be required to provide any information under this clause (xi) if (A) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client or other applicable privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing; unless prior to furnishing any such information with respect to clause (1) or (2) such Selling Shareholder requesting such information enters into, and causes each of its Inspectors to enter into, a confidentiality agreement on terms and conditions reasonably acceptable to the Company; provided, further, that each Selling Shareholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by another Governmental Authority, give notice to the Company and allow the Company, at its expense, to undertake appropriate action seeking to prevent disclosure of the Records deemed confidential;
(xii) as promptly as practicable notify in writing the Selling Shareholder and the underwriters, if any, of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other U.S. or state governmental authority for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (E) if at any time when a prospectus relating thereto is required the representations and warranties of the Company contained in any mutual agreement (including any underwriting agreement) contemplated by Section 5.6(a)(ix) cease to be delivered under the Securities Act true and correct in any material respect; and (F) upon becoming aware of the happening of any event as a result of which the prospectus included that makes any statement made in such registration statement contains an or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue statement of a material fact or omits to state in any material fact required to be stated therein respect or necessary to make that requires the statements therein not misleading making of any changes in light of the circumstances then existingsuch registration statement, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement documents so that, as thereafter delivered to in the purchasers case of such Registrable Securitiesthe registration statement, such prospectus it will not contain an any 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 not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made and in the case of an amendment to the registration statementmade, use reasonable best efforts to cause it to become effective as soon as possible; not misleading, and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting Selling Shareholder, promptly prepare and furnish to such Selling Shareholder a reasonable number of copies of a supplement to or an amendment of such registration of Registrable Securities pursuant to this Agreementstatement or prospectus as may be necessary so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale purchasers of such Registrable 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, in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, light of the counsel representing PRGX for the purposes of such registrationcircumstances under which they were made, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesnot misleading;
(lxiii) Use its use reasonable best efforts to cooperate with obtain the Holders requesting withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of Registrable Securities pursuant to this Agreement in any suspension of the disposition qualification (or exemption from qualification) of any of the Registrable Securities covered by such registration statementfor sale in any jurisdiction at the earliest reasonable practicable date, including without limitation in the case of an underwritten offering, causing key executives of except that the Company and its subsidiaries shall not for any such purpose be required to participate under (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the direction requirements of the managing underwriter this clause (xiii) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a "road show" scheduled by general consent to service of process in any such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringjurisdiction;
(mxiv) Cooperate cooperate with the selling Holders of Registrable Securities Selling Shareholders and the lead managing underwriter, if any, underwriter(s) to facilitate the timely preparation and delivery of certificates (which shall not bearing bear any restrictive legends unless required under Applicable Law) representing the Registrable Securities securities sold under any registration statement, and enable such securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with as the underwriting agreement lead managing underwriter(s) or such Selling Shareholders may request and keep available and make available to the Company’s transfer agent prior to any sale the effectiveness of such registration statement a supply of such certificates;
(xv) cooperate with each seller of Registrable Securities to and each underwriter or agent participating in the underwriters or, if not an underwritten offering, in accordance with the written instructions disposition of the selling holders of such Registrable Securities at least three business days prior and their respective counsel in connection with any filings required to any sale of Registrable Securitiesbe made with FINRA; and
(nxvi) In the event have appropriate officers of the issuance Company prepare and make presentations at a reasonable and customary number of any stop order suspending “road shows” and before analysts and rating agencies, as the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such ordercase may be, and subject to Article I(c) hereof, will other information meetings reasonably organized by the underwriters and otherwise use its reasonable best efforts to promptly obtain cooperate as reasonably requested by the withdrawal Selling Shareholders and the underwriters in the offering, marketing or selling of the Registrable Securities.
(b) The Company may require each Selling Shareholder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Shareholder or underwriter and the distribution of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.Reg
Appears in 2 contracts
Sources: Shareholder Support Agreement (Ampco Pittsburgh Corp), Shareholders Agreement (J M SMUCKER Co)
Registration Procedures. Whenever the Holders of Registrable Securities have any Holder has requested that any Registrable Securities Shares be registered pursuant to this Agreement, PRGX the Company will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereofthereof as promptly as is practicable, and pursuant thereto PRGX the Company will as expeditiously as practicablepossible:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC", pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Shares and use its commercially reasonable best efforts to cause such registration statement to become effective effective, provided that as soon far in advance as practicable after filing; providedbefore filing such registration statement or any amendment thereto, howeverthe Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), that PRGX and any such Holder shall have no obligation the opportunity to include securities in a object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andor amendment;
(b) Notify each Holder except in the case of the effectiveness of each registration statement filed hereunder and a Shelf Registration, prepare and file with the SEC such amendments amendments, post-effective 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 that date when all Registrable Securities covered by such registration statement have been sold for a period of not less than one hundred eighty (but not before the expiration of the applicable prospectus delivery period180) days (or such shorter lesser period as PRGX may notify is necessary for the Holders underwriters in the case of a Registration under Article II, an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and furnish, without charge, 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 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to such registration statement;
(d) furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX Shares and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller underwriters of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, the securities being registered such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act ), any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller; andseller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part);
(de) Use use its commercially reasonable best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request, ); use its commercially reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in effect for so long as the which such registration statement is in effect required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions of (provided, however, that the Registrable Securities owned by such sellers (provided that PRGX Company will not be required to (i) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubparagraph or (ii) consent to general service of process in any such jurisdiction); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and;
(f) Notify promptly notify each seller of and each underwriter and (if requested by any such Registrable Securities promptly at any time Person) confirm such notice in writing (i) when a prospectus relating thereto is required or any prospectus supplement or post-effective amendment has been filed and, with respect to be delivered a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the Securities Act initiation of any proceedings for that purpose, and (iii) of the happening of any event as which makes any statement made in a result registration statement or related prospectus untrue or which requires the making of which the prospectus included any changes in such registration statement contains 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 existingstatement, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement documents so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that they will not contain an any 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 not misleading misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading;
(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the case preparation of an amendment such registration or comparable statement and to require the insertion therein of material, furnished to the registration statementCompany in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of such members of the Company’s management in road show presentations;
(i) otherwise use its commercially reasonable best efforts to cause it comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to become the Company’s security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of the Company’s first fiscal quarter commencing after the effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the date of a registration statement, any prewhich earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 20-effective amendment, F and 6-K under the prospectus Exchange Act and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any seller, promptly incorporate in a prospectus supplement related thereto or post-effective amendment such information as the managing underwriter or any seller reasonably requests to the registration statement has been filed andbe included therein, including, without limitation, with respect to the registration statement Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or any post-effective amendment, when ;
(k) as promptly as practicable after filing with the same has become effective; (ii) SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request by the SEC or any state securities authority for amendments or supplements and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement or the prospectus related thereto or for additional information; and (iii) a supply of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andcertificates;
(hm) Upon receipt of such confidentiality agreements as PRGX may reasonably request, promptly make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statementseller, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such any registration statement statement, and by any attorney, accountant or other agent or representative retained by any such seller or any such underwriterunderwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company (collectively, and supply all information the “Records”), as shall be reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order necessary to permit enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; and
(i) Promptly prior provided, however, that, unless the disclosure of such Records is necessary to the filing of any document which is to be incorporated by reference into avoid or correct a misstatement or omission in the registration statement or the prospectus (after the initial filing release of such registration statementRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph if (i) and which contains information regarding the selling HoldersCompany believes, provide copies of such document to after consultation with counsel for the selling Holders Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of Registrable Securities such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and to each managing underwriterso notifies the Inspectors in writing, and make such changes in such document concerning the selling Holders unless prior to the filing thereof as counsel for furnishing any such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement information with respect to clause (ii) such securities becomes effective: Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(n) furnish to each seller and underwriter a signed counterpart of (i) a copy of an opinion or opinions, dated such date, opinions of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if anyCompany, and (ii) a comfort letter dated such date, or comfort letters from the Company’s independent certified public accountant of PRGXaccountants, each in customary form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition covering such matters of the Registrable Securities type customarily covered by such registration statementopinions or comfort letters, including without limitation in as the case of an underwritten offeringmay be, causing key executives of as the Company and its subsidiaries to participate under the direction of the sellers or managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringreasonably requests;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If cause the offering is to be underwritten, enter into Registrable Shares included in any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto registration statement to be listed on each securities exchange or other quotation service exchange, if any, on which similar securities issued by PRGX the Company are then listed; and;
(qp) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto hereunder;
(q) cooperate with each seller and a CUSIP number for all each underwriter participating in the disposition of such Registrable SecuritiesShares and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);
(r) during the period when the prospectus is required to be delivered under the Securities Act, in promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each case not later than seller of Registrable Shares promptly of any request by the effective date SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(t) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 1 contract
Sources: Registration Rights Agreement (012 SMILE.COMMUNICATIONS LTD)
Registration Procedures. Whenever In connection with the Holders obligations of Registrable Securities have requested that any Registrable Securities be registered the Company with respect to the Registration Statement pursuant to this AgreementSections 2(a) and 2(b) hereof, PRGX will use its reasonable best efforts to effect the registration Company shall:
(a) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (i) shall be selected by the Company and (ii) shall, in the case of a Shelf Registration, be available for the sale of such the Registrable Securities in accordance with the intended method or methods of disposition thereofdistribution as the Company is so advised of by the selling Holders thereof and (iii) shall comply as to form in all material respects with the requirements of the applicable form and include (including through incorporation by reference, if available to the Company) all financial statements required by the SEC to be filed therewith, and pursuant thereto PRGX will as expeditiously as practicable:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and Company shall use its commercially reasonable best efforts to cause such registration statement Registration Statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities and remain effective in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andaccordance with Section 2 hereof;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection therewith Registration Statement as may be necessary to keep such registration statement effective until that date when all Registrable Registration Statement in compliance with the Securities covered Act; and cause the Prospectus to be supplemented by such registration statement have been sold any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(but not before the expiration of the applicable prospectus delivery periodc) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article IIShelf Registration, furnish to each Holder of Registrable Securities and comply with the provisions to each underwriter of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistrable Securities, and furnishif any, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, as many copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) FurnishProspectus, without charge, to each seller of Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act , and any amendment or supplement thereto and such other documents as such seller Holder or Underwriter may reasonably request request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andSecurities;
(d) Use in the case of a Shelf Registration, use its commercially reasonable best efforts to register or qualify such the Registrable Securities under such other all applicable state securities or "blue sky sky" laws of such jurisdictions within the United States as the sellers any Holder of Registrable Securities covered by such Shelf Registration Statement and or any managing underwriter Underwriter shall requestreasonably request in writing by the time the applicable Shelf Registration Statement is declared effective by the SEC, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Holder or Underwriter to consummate the disposition in each such jurisdictions of designated jurisdiction, provided, however, that the Registrable Securities owned by such sellers (provided that PRGX will Company shall not be required to (i) qualify generally to do business as a foreign corporation or file any general consent to service of process as a broker-dealer in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphSection 5(d); and, (ii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction;
(e) Use its best efforts to obtain all other approvalsin the case of a Shelf Registration, covenantspromptly notify each Holder and, exemptions if requested by such Holder, confirm such advice in writing (i) when such Shelf Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or authorizations from such governmental agencies or authorities as may be necessary to enable any state securities authority of any stop order suspending the sellers effectiveness of such Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of such Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the Company receives any notification with respect to consummate the disposition suspension of such Registrable Securities; and
(f) Notify each seller the qualification of such the Registrable Securities promptly at for sale in any time when a prospectus relating thereto is required to be delivered under jurisdiction or the Securities Act initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period such Shelf Registration Statement is effective which makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Shelf Registration Statement or Prospectus in order to make the statements therein not misleading;
(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement promptly and shall provide notice to each Holder of the withdrawal of any such order as promptly as practicable;
(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the selling Holders may reasonably request at least two business days prior to the closing of any sale of Registrable Securities;
(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 5(e)(iv) hereof, use its commercially reasonable best efforts to prepare a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(j) in the case of a Shelf Registration Statement, enter into and deliver all such customary agreements, documents and take such other actions (including causing the delivery of opinions of counsel and "comfort" letters of independent certified public accountants) as are reasonably required to expedite or facilitate the disposition of Registrable Securities;
(k) in the case of a Shelf Registration, upon reasonable notice make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney or accountant designated by the Selling Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided, however, that such representatives, attorneys or accountants shall be acceptable to the Company in its judgment reasonably exercised and shall agree to enter into a written confidentiality agreement mutually acceptable to the Company and the Underwriters regarding any records, information or documents that are designated by the Company as confidential unless such records, information or documents are available to the public or disclosure of such records, information or documents is required by court or administrative order after the exhaustion of appeals therefrom and to use such information obtained pursuant to this provision only in connection with the transaction for which such information was obtained, and not for any other purpose;
(l) in the case of a Shelf Registration, provide copies of any Prospectus, any amendment to any applicable Shelf Registration Statement or amendment or supplement to any Prospectus or any document which is to be incorporated by reference into such Shelf Registration Statement or any Prospectus after initial filing of such Shelf Registration Statement, a reasonable time prior to the filing of any such Prospectus, amendment, supplement or document, to the Initial Purchasers on behalf of the Holders and Underwriters, if any, and except with respect to a Shelf Registration filed pursuant to Section 2(b)(iii) not file any such document in a form to which the Initial Purchasers on behalf of the Holders or Underwriters, if any, shall reasonably object; and make the representatives of the Company as shall be reasonably requested by the Holders or the Initial Purchasers on behalf of such Holders available for discussion of such document; provided that the requirements of this paragraph shall not apply to the Company's annual report on Form 10-K, its Quarterly Reports on Form 10-Q, its current reports on Form 8-K or any other documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the "Exchange Act Documents"); and further provided that the Company shall promptly notify Holders of the filing of any Exchange Act Documents except for such Exchange Act Documents specifically related to the offering of other securities and not to the Registrable Securities;
(m) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of any Registration Statement; and
(n) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its commercially reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner. In the case of a Shelf Registration Statement, the Company may (as a condition to such Holder's participation in a Shelf Registration) require each Holder to furnish to the Company information regarding the Holder and the proposed distribution by such Holder of any Registrable Securities as the Company may from time to time reasonably request in writing. In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any (i) notice from the Company of the happening of any event of the kind described in Section 5(e)(ii) or (iv) hereof, (ii) notice from the Company that it is in possession of material information that has not been disclosed to the public and the Company reasonably deems it to be advisable not to disclose such information in a registration statement or (iii) notice from the Company that it is in the process of a registered offering of securities and the Company reasonably deems it to be advisable to temporarily discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement (in each case, such notice being hereinafter referred to as a "Suspension Notice"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to any Shelf Registration Statement and shall not be entitled to the benefits provided under Section 6 hereof with respect to any sales made by it in contravention of this paragraph, until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(i) or a notice in accordance with Section 5(f) hereof that any order suspending the effectiveness of the Shelf Registration Statement has been withdrawn, or, in the case of (ii) or (iii) above, until further notice from the Company that disposition of Registrable Securities may resume, provided that (except with respect to a Shelf Registration filed pursuant to Section 2(b)(iii)) such further notice will be given within 90 days of the Suspension Notice in the case of (ii) above and within 120 days of the Suspension Notice in the case of (iii) above, and provided further that in the case of (ii) and (iii) above that any Suspension Notice must be based upon a good faith determination of the Board of Directors of the Company or the Executive Committee thereof that such Notice is necessary; and, if so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to any Shelf Registration Statement, the Company shall extend the period during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or received notice that any order suspending dispositions of the Securities has been withdrawn. Each Holder will furnish to the Company such information regarding such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act or any relevant state securities or Blue Sky law or obligation. Each Holder of Registrable Securities as to which any registration is being effected agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the happening of any event, in either case as a result of which the prospectus included in any Prospectus relating to such registration statement contains an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omits to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to the Company promptly any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to such holder or the distribution of such Registrable Securities, 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 therein, in light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statementmade, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationmisleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Cablevision Systems Corp /Ny)
Registration Procedures. Whenever In connection with any registration required under this Agreement, the Company shall take the actions set forth below.
(i) Prior to filing any registration statement, prospectus, amendment or supplement with the Commission in connection with any registration hereunder, the Company shall furnish to one counsel selected by the Holders of a majority of the Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale copies of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:documents.
(aii) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX The Company shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify notify each Holder of any stop order issued or threatened by the effectiveness Commission and will take all reasonable actions required to prevent the entry of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements stop order or to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold remove it if entered.
(but not before the expiration of the applicable prospectus delivery periodiii) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and The Company shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by a registration statement filed pursuant to this Agreement with respect to the disposition of all Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof Holders as set forth in such registration statement, and furnish, without charge, .
(iv) The Company shall furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Holder and each underwriter, if any, in accordance with Section 9.1 hereof, of Registrable Securities covered by a registration statement filed pursuant to this Agreement such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller a selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andHolder.
(dv) Use The Company shall use its best efforts to register or qualify such the Registrable Securities under such other the securities or "blue sky sky" laws of such jurisdictions within each State of the United States of America as any of the sellers Holders or any managing underwriter shall requestunderwriters, to keep such registration or qualification in effect for so long as if any, of the Registrable Securities covered by a registration statement is in effect filed hereunder reasonably requests, and shall do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers each selling Holder and each underwriter, if any, to consummate the disposition in such jurisdictions States of the Registrable Securities owned by such sellers (selling Holders; provided that PRGX will the Company shall not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubsection (v); and, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(evi) Use its best efforts The Company shall immediately notify each Holder entitled to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such sell Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when during a prospectus relating thereto is required to be delivered under the Securities Act Permitted Window of the happening of any event which comes to the Company's attention if, as a result of which such event, the prospectus included in such the registration statement filed under this Agreement contains an any 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 therein, in light of the circumstances then existingunder which they were made, not misleading, and subject to Article I(c) hereof, the Company shall promptly prepare and furnish to each Holder and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, Commission a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus will not no longer contain an any 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 not misleading therein, in light of the circumstances under which they were made and in the case of an amendment to the registration statementmade, use reasonable best efforts to cause it to become effective as soon as possible; andnot misleading.
(gvii) Promptly notify The Company shall take all such other reasonable and customary actions as each Holder selling Registrable Securities covered by such registration statement and each managing underwriteror the underwriters, if any: (i) when , may reasonably request in order to expedite or facilitate the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) disposition of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under in accordance with the securities or blue sky laws terms of any jurisdiction or the initiation of any proceeding for such purpose; andthis Agreement.
(hviii) Upon receipt of such confidentiality agreements as PRGX may reasonably request, The Company shall make reasonably available for inspection by the Holders, any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such a registration statement filed under this Agreement, and by any attorney, accountant or other agent retained by any such seller Holders or any such underwriterunderwriters, all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Company and its subsidiaries, and supply all information as such person may reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with request for the purpose of confirming that such registration statement does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in order light of the circumstances under which they were made, not misleading, provided that the Company obtains reasonably satisfactory assurances that such information will be used solely for such purpose and will be held in confidence (except to permit them the extent that it is included in the registration statement). The Company shall cause the officers, directors and employees of the Company and each of its subsidiaries to exercise their due diligence responsibility; andsupply such information and respond to such inquiries as any Holder or underwriter may reasonably request or make for the purpose of confirming that such registration statement does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that the Company obtains reasonably satisfactory assurances that such information will be used solely for such purpose and will be held in confidence (except to the extent that it is included in the registration statement).
(iix) Promptly prior The Company shall use its commercially reasonable efforts to obtain a "cold comfort" letter from the filing Company's independent public accountants in customary form and covering such matters of any document which is to be incorporated the type customarily covered by reference into "cold comfort" letters as the registration statement Holders or the prospectus underwriters reasonably request.
(x) The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement covering a period (which may begin with the first fiscal quarter ending after the initial filing effective date of such the registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy twelve months after the effective date of the registration statement and any post-(as the term "effective amendments thereto (which may be a photocopy or conformed copy of such signed documentdate" is defined in Rule 158(c) under the Securities Act), excluding all documents incorporated therein by reference and all exhibits; and
(kwhich earnings statement shall satisfy the provisions of Section 11(a) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form Securities Act and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationRule 158 thereunder.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (American Business Information Inc /De)
Registration Procedures. Whenever In connection with any registration required ----------------------- under this Agreement, Parent shall take the actions set forth below.
(i) Prior to filing any registration statement, prospectus, amendment or supplement with the Commission in connection with any registration hereunder, Parent shall furnish to one counsel selected by the Holders of a majority of the Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale copies of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto PRGX will as expeditiously as practicable:documents.
(aii) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX Parent shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify notify each Holder of any stop order issued or threatened by the effectiveness Commission and will take all reasonable actions required to prevent the entry of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements stop order or to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold remove it if entered.
(but not before the expiration of the applicable prospectus delivery periodiii) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and Parent shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by a registration statement filed pursuant to this Agreement with respect to the disposition of all Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof Holders as set forth in such registration statement, and furnish, without charge, .
(iv) Parent shall furnish to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(c) Furnish, without charge, to each seller of Registrable Securities Holder and each underwriter, if any, in accordance with Section 9.1 hereof, of Registrable Securities covered by a registration statement filed pursuant to this Agreement such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus) ), in conformity with the requirements of the Securities Act Act, and such other documents as such seller a selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andHolder.
(dv) Use Parent shall use its best efforts to register or qualify such the Registrable Securities under such other the securities or "blue sky sky" laws of such jurisdictions within each State of the United States of America as any of the sellers Holders or any managing underwriter shall requestunderwriters, to keep such registration or qualification in effect for so long as if any, of the Registrable Securities covered by a registration statement is in effect filed hereunder reasonably requests, and shall do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers each selling Holder and each underwriter, if any, to consummate the disposition in such jurisdictions States of the Registrable Securities owned by such sellers (selling Holders; provided that PRGX will Parent shall -------- not be required to (A) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphsubsection (v); and, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(evi) Use its best efforts Parent shall immediately notify each Holder entitled to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such sell Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any time when during a prospectus relating thereto is required to be delivered under the Securities Act Permitted Window of the happening of any event which comes to Parent's attention if, as a result of which such event, the prospectus included in such the registration statement filed under this Agreement contains an any 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 therein, in light of the circumstances then existingunder which they were made, not misleading, and subject to Article I(c) hereof, Parent shall promptly prepare and furnish to each Holder and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, Commission a supplement or amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus will not no longer contain an any 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 not misleading therein, in light of the circumstances under which they were made and in the case of an amendment to the registration statementmade, use reasonable best efforts to cause it to become effective as soon as possible; andnot misleading.
(gvii) Promptly notify Parent shall take all such other reasonable and customary actions as each Holder selling Registrable Securities covered by such registration statement and each managing underwriteror the underwriters, if any: (i) when , may reasonably request in order to expedite or facilitate the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) disposition of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under in accordance with the securities or blue sky laws terms of any jurisdiction or the initiation of any proceeding for such purpose; andthis Agreement.
(hviii) Upon receipt of such confidentiality agreements as PRGX may reasonably request, Parent shall make reasonably available for inspection by the Holders, any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such a registration statement filed under this Agreement, and by any attorney, accountant or other agent retained by any such seller Holders or any such underwriterunderwriters, all pertinent financial and other records, pertinent corporate documents and properties of PRGXParent and its subsidiaries, and supply all information as such person may reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with request for the purpose of confirming that such registration statement does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in order to permit them to exercise their due diligence responsibility; and
light of the circumstances under which they were made, not misleading, provided that Parent obtains reasonably satisfactory assurances that such information will be used solely for such purpose and will be held in confidence (i) Promptly prior except to the filing of any document which extent that it is to be incorporated by reference into included in the registration statement or statement). Parent shall cause the prospectus (after the initial filing officers, directors and employees of such registration statement) Parent and which contains information regarding the selling Holders, provide copies each of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under supply such information and respond to such inquiries as any Holder or underwriter may reasonably request or make for the direction purpose of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in confirming that such registration statement for sale in does not contain any jurisdiction, PRGX will promptly notify each seller untrue statement of such order, and subject a material fact or omit to Article I(c) hereof, will use its reasonable best efforts state any material fact necessary to promptly obtain make the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securitiesstatements therein, in each case light of the circumstances under which they were made, not later than misleading, provided that Parent obtains reasonably satisfactory assurances that such information will be used solely for such purpose and will be held in confidence (except to the effective date of such registrationextent that it is included in the registration statement).
Appears in 1 contract
Sources: Registration Rights Agreement (Vitesse Semiconductor Corp)
Registration Procedures. Whenever In the Holders case of Registrable Securities have requested that any Registrable Securities each registration to be registered effected by the Company pursuant to this AgreementAgreement in which any Holder is participating, PRGX the Company will use its reasonable best efforts keep the Holder advised in writing as to effect the initiation of each registration and as to the sale of completion thereof. In connection with each such Registrable Securities in accordance with offering, the intended method of disposition thereof, and pursuant thereto PRGX will Company shall as expeditiously as practicablepossible, at its sole expense:
(a) Prepare prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Holder's Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation and to include securities in remain effective for a period of at least 180 days (except with respect to the registration statement pursuant to Article II if that contemplated by 2.1(a) hereof which shall remain effective at least until 366 days from the date the Amalgamation is effected) or until the distribution described in the registration statement is withdrawn for any reason; andrelating thereto has been completed, whichever shall first occur;
(b) Notify in connection with the preparation and filing of a registration statement, give the Holder, its underwriters, if any, and their respective counsel, the opportunity to participate in the preparation of such registration statement, each Holder prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and give each of them such access to its books and records and such opportunities to discuss the business of the effectiveness Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of each the Holder's and such underwriters' respective counsel, to conduct a reasonable due diligence investigation within the meaning of the Securities Act;
(c) furnish to the Holder and to the underwriters of the securities being registered such number of copies of the registration statement filed hereunder statement, preliminary prospectus, final prospectus and other documents incident thereto as such underwriters and the Holder from time to time may reasonably request;
(d) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and;
(ce) Furnish, without charge, to each seller of register or qualify the Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of covered by such registration statement (including all exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky Blue Sky laws of such jurisdictions within as shall be requested by the United States as Holder for the sellers or any managing underwriter shall request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions distribution of the Registrable Securities owned covered by such sellers (provided the registration statement to be sold by the Holder; PROVIDED that PRGX will the Company shall not be required in connection therewith or as a condition thereto to qualify generally to do business or to file any a general consent to service of process in any jurisdiction where it would not otherwise be required to qualify such states or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; andjurisdictions;
(f) Notify each seller enter into an underwriting agreement in customary form and substance reasonably satisfactory to the Company, the Holder and the managing underwriter or underwriters of the public offering of such Registrable Securities promptly securities, if the offering is to be underwritten, in whole or in part; PROVIDED that the Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Holder. The Holder shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Holder and the Holder's intended method of distribution and any other representation or warranty required by law;
(g) notify the Holder at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading in light of the circumstances under which they were made and in the case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and;
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any the Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such any Registrable Securities are to be delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: , (i) a copy of an opinion or opinionsopinion, dated such date, of the counsel representing PRGX the Company for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holder and (ii) a letter dated such date, from the independent certified public accountant accountants of PRGXthe Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officeringoffering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;Holder; and
(li) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the list all Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by statement on such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued as may be mutually agreed upon by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationparties.
Appears in 1 contract
Registration Procedures. Whenever the Holders In connection with any registration in respect of Registrable Securities have requested that any or Registrable Class Securities be registered pursuant to this AgreementSections 2.01 or 2.02, PRGX will the Issuer shall, subject to the provisions of such Sections, use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities or Registrable Class Securities in accordance with the intended method of disposition thereofthereof as quickly as practicable, and pursuant thereto PRGX will as expeditiously as practicablein connection with any such request:
(a) Prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (The Issuer will as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, expeditiously as soon as practicable, but no later than sixty (60) days from receipt of the request, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and possible prepare and file with the SEC such amendments and supplements to such Commission a registration statement on any form for which the Issuer then qualifies or which counsel for the Issuer shall deem appropriate and which form shall be available for the prospectus used sale of the Registrable Securities to be registered thereunder in connection therewith as may be necessary accordance with the intended method of distribution thereof, and use commercially reasonable efforts to keep cause such filed registration statement to become and remain effective until that date when all as set forth in Section 2.01.
(b) The Issuer shall, at least three Business Days prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Securityholder and each underwriter, if any, of the Registrable Securities covered by such registration statement have been sold copies of such registration statement as proposed to be filed (but including documents to be incorporated by reference therein that expressly relate to the offering contemplated therein) which documents will be subject to the reasonable review and comments of such Securityholders (and their respective counsel) during such three-business-day period and the Issuer will not before the expiration of the applicable file any registration statement, any prospectus delivery periodor any amendment or supplement thereto (or any such documents incorporated by reference) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, and comply with the provisions of the Securities Act containing any statements with respect to such Securityholders to which the disposition holders of all securities covered by such registration statement during such period in accordance with a majority of the intended methods of disposition by the sellers thereof set forth Registrable Securities to be included in such registration statement, and furnish, without charge, to each seller of Registrable Securities, shall reasonably object in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and writing. Thereafter the SEC relating Issuer will furnish to such registration; and
(c) FurnishSecurityholder, without charge, to each seller of Registrable Securities Hedging Counterparty and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement (including all exhibits)statement, each amendment and supplement theretothereto (in each case including all exhibits thereto but excluding documents incorporated by reference therein other than those that expressly relate to the offering), the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such seller Securityholder, Hedging Counterparty or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andSecurityholder or Registrable Class Securities by such Hedging Counterparty.
(c) After the filing of the registration statement, the Issuer will promptly notify each Securityholder of Registrable Securities covered by such registration statement of the effectiveness thereof and of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered and promptly notify such Securityholder of such lifting or withdrawal of such order.
(d) Use its best The Issuer will use commercially reasonable efforts (i) to register or qualify such the Registrable Securities under such other securities or blue sky laws of such jurisdictions within in the United States as the sellers or any managing underwriter shall request, to keep holder of Registrable Securities covered by such registration statement reasonably (in the light of such Securityholder's intended plan of distribution) requests and (ii) to cause such Registrable Securities to be registered with or qualification in effect for so long approved by such other governmental agencies or authorities as may be necessary by virtue of the registration statement is in effect business and operations of the Issuer and do any and all other acts and things which that may be reasonably necessary or advisable to enable such sellers Securityholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (Securityholder; provided that PRGX the Issuer will not be required to (w) qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraphparagraph (d); and, (x) conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of any such jurisdiction, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction.
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers The Issuer will immediately notify each holder of such Registrable Securities to consummate the disposition of covered by such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening occurrence of any an event as a result of which requiring the prospectus included in such registration statement contains an untrue statement preparation of a material fact supplement 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 subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement amendment to such prospectus or an amendment to the registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not 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 not misleading misleading, and promptly make available to each such Securityholder any such supplement or amendment, and the Issuer will promptly prepare and furnish to each such Securityholder a supplement to or an amendment of such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made made, not misleading.
(f) The Issuer will enter into customary agreements (including an underwriting or similar agreement in customary form for that Issuer) and take such other actions as are reasonably required in order to expedite or facilitate the case disposition of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; andany Registrable Securities or any Registrable Class Securities in connection with any Hedging Transaction or otherwise.
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, The Issuer will make reasonably available for inspection by any seller Securityholder of such Registrable Securities covered by such registration statement, by any underwriterHedging Counterparty in connection with any Hedging Transaction, if any, any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent professional retained by any such seller Securityholder, Hedging Counterparty or any such underwriterunderwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of PRGXthe Issuer (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Issuer's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspectors in connection with such registration statement statement; provided that in order no event shall the Issuer be required to permit them make available to exercise the Securityholder or their due diligence responsibility; and
counsel any information which the Issuer's board of directors in its reasonable judgment believes is competitively sensitive. Records which the Issuer determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) Promptly prior the disclosure of such Records is necessary to the filing of any document which is to be incorporated by reference into the avoid or correct a misstatement or omission in such registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) the release of such Records is ordered pursuant to a letter dated subpoena or other order from a court of competent jurisdiction. Each such date, from Securityholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the independent certified public accountant basis for any market transactions in the securities of PRGX, in form the Issuer or its Affiliates unless and substance as until such is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed made generally available to the underwriterspublic. Each such Securityholder further agrees that it will, if anyupon learning that disclosure of such Records is sought in a court of competent jurisdiction, and give notice to the Holders requesting registration Issuer and allow the Issuer, at its expense, to undertake appropriate action to prevent disclosure of Registrable Securities;the Records deemed confidential.
(lh) Use its best efforts The Issuer will furnish to cooperate with the Holders requesting registration each holder of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statementstatement (and, including without limitation if applicable, to each Hedging Counterparty in the case of an underwritten offering, causing key executives of the Company connection with any Hedging Transaction) and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing each underwriter, if any, a signed counterpart of (i) an opinion or opinions of counsel to facilitate the timely preparation Issuer addressed to such Securityholder, such Hedging Counterparty, if any, and delivery such underwriter on which opinion each Securityholder, each Hedging Counterparty, if any, and each underwriter are entitled to rely and (ii) a comfort letter or comfort letters from the Issuer's independent public accountants, each in customary form and covering such matters of certificates not bearing any restrictive legends representing the type customarily covered by opinions or comfort letters, as the case may be, as each of the holders of a majority of the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in may reasonably require, any jurisdiction, PRGX Hedging Counterparty reasonably requires and the managing underwriter reasonably requires.
(i) The Issuer will promptly notify each seller otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of such orderthe Commission, and subject make available to Article I(cits security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning upon the commencement of a take-down from a Shelf Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) hereof, of the Securities Act.
(j) The Issuer will use its commercially reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other and included on each national quotation service system on which similar securities issued by PRGX the Issuer are then listed; andlisted or quoted.
(qk) Provide a transfer agent The Issuer will prepare and registrar file with the Commission promptly upon the request of any such Securityholder, any amendments or supplements to such registration statement or prospectus which, in the reasonable opinion of counsel for all such Securityholders, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities registered by such Securityholders or Registrable Class Securities by such Hedging Counterparties. The Issuer may require each Securityholder of Registrable Securities included in such registration statement and each Hedging Counterparty in respect of Registrable Class Securities promptly to furnish in writing to the Issuer such information regarding the Securityholder, the Hedging Counterparty or the distribution of the Registrable Securities or Registrable Class Securities as the Issuer may from time to time reasonably request and such other information as may be legally required in connection with such registration. Each Securityholder agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 2.04(e), such Securityholder will forthwith discontinue disposition of Registrable Securities pursuant hereto and a CUSIP number for all to the registration statement covering such Registrable SecuritiesSecurities until such Securityholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(e). If the Issuer shall give such notice, the Issuer shall extend the period during which the effectiveness of such registration statement shall be maintained (including the period referred to in each case not later than Section 2.04(a) hereof) by the effective number of days during the period from and including the date of the giving of notice pursuant to Section 2.04(e) to the date when the Issuer shall make available to such registrationSecurityholder a prospectus supplemented or amended to conform with the requirements of Section 2.04(e).
Appears in 1 contract
Sources: Registration Rights Agreement (Liberty Media Corp /De/)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant If and whenever, Genesis is required to this Agreement, PRGX will use its reasonable best efforts to effect or cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with the intended method of disposition thereofthis Agreement, and pursuant thereto PRGX will Genesis will, as expeditiously as practicablepossible:
(a) Prepare and prepare and, if the registration is pursuant to notice given under Section 4.2(a), in any event within 45 days after the giving of notice pursuant to Section 4.2(a), file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 any form for which Genesis then qualifies or Form S-3 (as which counsel for Genesis shall deem appropriate) or a successor , and which form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt shall be available for the sale of the requestRegistrable Securities in accordance with the intended methods of distribution thereof, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filingand remain effective; provided, however, that PRGX shall have no obligation Genesis may discontinue any registration of its securities which is being effected pursuant to include securities in a Section 4.2 at any time prior to the effective date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto;
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and 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 that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration for a period of the applicable prospectus delivery period) 180 days or such shorter lesser period of time as PRGX Genesis or any Holder may notify be required under the Holders Securities Act to deliver a prospectus in the case connection with any sale of a Registration under Article IIRegistrable Securities, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers Holder or Holders thereof set forth in such registration statement; provided, that before filing a registration statement or prospectus, or any amendments or supplements thereto, Genesis will furnish to the Holders and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, their counsel copies of all correspondence between PRGX documents proposed to be filed, which documents will be subject to the review of such counsel and the SEC relating to will not be filed if such registration; andcounsel reasonably objects;
(c) Furnish, without charge, furnish to each seller Holder of such Registrable Securities and each underwriter, if any, in accordance with Section 9.1 hereof, such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), each amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary prospectus) prospectus and summary prospectus and prospectus supplement, as applicable), in conformity with the requirements of the Securities Act Act, and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; andHolder;
(d) Use use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter each Holder shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided Holder, except that PRGX will Genesis shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 4.3(d), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or file any general to consent to general service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); andsuch jurisdiction;
(e) Use use its best efforts to obtain all cause such Registrable Securities covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities Holder or Holders thereof to consummate the disposition of such Registrable Securities; and;
(f) Notify notify each seller Holder of any such Registrable Securities promptly covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 4.3(b), of the happening of any event as a result of which Genesis' becoming aware that the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and subject to Article I(c) hereofat the request of any such Holder, prepare and file as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement furnish to such Holder a reasonable number of copies of an amended or supplemental prospectus or an amendment to the registration statement as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made made, not misleading;
(g) otherwise use its best efforts to comply with all applicable rules and in regulations of the case SEC, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of an amendment to the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(h) (A) use reasonable its best efforts to cause it all such Registrable Securities to become effective as soon as possible; and
be listed on any securities exchange on which the Genesis Common Stock is then listed, if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange and (gB) Promptly notify each Holder selling provide a transfer agent and registrar for such Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGX, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement in order to permit them to exercise their due diligence responsibility; and
(i) Promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not no later than the effective date of such registration.registration statement;
(i) enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including making appropriate members of senior management of Genesis available for customary participation in a "road show" presentation to potential investors;
Appears in 1 contract
Sources: Put/Call Agreement (Genesis Eldercare Acquisition Corp)
Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities All expenses incurred in accordance connection with the intended method of disposition thereofregistrations under this Section 19 (including all registration, filing, qualification, legal, printing and pursuant thereto PRGX will accounting fees, but excluding underwriting commissions and discounts), shall be borne by Parent. In connection with registrations under Sections 19.1 and 19.2, Parent will, as expeditiously as practicable:
(ai) Prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement with respect to such Registrable Securities on Form S-1 or Form S-3 (as appropriate) or a successor form if PRGX is eligible to use such form, or on such substitute form reasonably chosen by PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the request, Parent Stock and use its reasonable best efforts to cause such registration statement to become and remain effective; provided that Parent may discontinue any registration of its securities that is being effected pursuant to Section 19.1 at any time prior to the effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a date of the registration statement pursuant to Article II if that registration statement is withdrawn for any reason; andrelating thereto.
(bii) Notify each Holder of the effectiveness of each registration statement filed hereunder and prepare Prepare and file with the SEC such amendments (including post-effective 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 that date when all Registrable Securities covered for a period as may be requested by such registration statement have been sold (but not before the expiration stockholders holding a majority of the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in the case of a Registration under Article II, Parent Stock covered thereby not exceeding 90 days and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, and furnishthat before filing a registration statement or prospectus relating to the sale of Parent Stock, without chargeor any amendments or supplements thereto, Parent will furnish to counsel to each seller holder of Registrable Securities, in accordance with Section 9.1 hereofParent Stock covered by such registration statement or prospectus, copies of all correspondence between PRGX documents proposed to be filed, which documents will be subject to the review of such counsel, and the SEC relating Parent will give reasonable consideration in good faith to any comments of such registration; andcounsel.
(ciii) Furnish, without charge, Furnish to each seller holder of Registrable Securities Parent Stock covered by the registration statement and to each underwriter, if any, in accordance with Section 9.1 hereofof such Parent Stock, such number of copies of such registration statement (including all exhibits), each amendment a preliminary prospectus and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) for delivery in conformity with the requirements of the Securities Act 1933 Act, and such other documents documents, as such seller Person may reasonably request request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; andParent Stock.
(div) Use its best efforts to register or qualify the Parent Stock covered by such Registrable Securities registration statement under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter each seller shall reasonably request, to keep such registration or qualification in effect for so long as the registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition of the Parent Stock owned by -40- such seller, in such jurisdictions of the Registrable Securities owned by jurisdictions, except that Parent shall not for any such sellers (provided that PRGX will not purpose be required (x) to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 19.3(iv), it is not then so qualified, or file (y) to subject itself to taxation in any such jurisdiction, or (z) to take any action which would subject it to general consent to or unlimited service of process in any such jurisdiction where it would is not otherwise be required to qualify or file but for this subparagraph); andthen so subject.
(ev) Use its best efforts to obtain all cause the Parent Stock covered by such registration statement to be registered with or approved by such other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities thereof to consummate the disposition of such Registrable Securities; andParent Stock.
(fvi) Notify Immediately notify each seller of Parent Stock covered by such Registrable Securities promptly registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act of within the happening of any event as a result of which appropriate period mentioned in Section 19.3(ii), if Parent becomes aware that the prospectus included in such registration statement contains 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, and subject to Article I(c) hereofand, prepare and file at the request of any such seller, deliver a reasonable number of copies of an amended or supplemental prospectus as soon as practicable with the SEC, but in no event later than thirty (30) days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the registration statement may be necessary so that, as thereafter delivered to the purchasers Parents of such Registrable SecuritiesParent Stock, such each prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made and in the case of an amendment to the registration statement, then existing.
(vii) Otherwise use reasonable its best efforts to cause it comply with all applicable rules and regulations of the SEC and make generally available to become effective its security holders, in each case as soon as possible; andpracticable, but not later than 45 calendar days after the close of the period covered thereby (90 calendar days in case the period covered corresponds to a fiscal year of the Parent), an earnings statement of Parent which will satisfy the provisions of Section 11 (a) of the 1933 Act.
(gviii) Promptly notify Use its best efforts in cooperation with the underwriters to list such Parent Stock on each Holder selling Registrable Securities securities exchange as they may reasonably designate.
(ix) In the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Parent in customary form and covering such matters of the type customarily covered by such registration statement letters.
(x) Execute and each managing underwriter, if any: deliver all instruments and documents (iincluding in an underwritten offering an underwriting agreement in customary form) when and take such other actions and obtain such certificates and opinions as the registration statement, any pre-effective amendment, stockholders holding a majority of the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) shares of any request Parent Stock covered by the SEC or any state securities authority for amendments or supplements Registration Statement may reasonably request in order to the registration statement or the prospectus related thereto or for additional information; and (iii) effect an underwritten public offering of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; andParent Stock.
(hxi) Upon receipt of such confidentiality agreements as PRGX may reasonably request, make reasonably Make available for inspection by any the seller of such Registrable Securities Parent Stock covered by such registration statement, by any underwriter, if any, underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of PRGXParent, and cause all of Parent'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 in order to permit them to exercise their due diligence responsibility; andstatement.
(ixii) Promptly prior Obtain for delivery to the filing of any document which is to be incorporated by reference into the registration statement underwriter or the prospectus (after the initial filing of such registration statement) and which contains information regarding the selling Holders, provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of agent an opinion or opinions, dated such date, of the opinions from counsel representing PRGX for the purposes of such registration, Parent in customary form and in form and substance as is customarily given by company counsel scope reasonably satisfactory to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company underwriter or agent and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the written instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(n) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the initiation of any proceeding for such purpose, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, will use its reasonable best efforts to promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or other quotation service on which similar securities issued by PRGX are then listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationcounsel.
Appears in 1 contract