Registration Process Sample Clauses: 283 Samples

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section 5.2.1, the Company shall: (a) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Myos Rens Technology Inc.), Securities Purchase Agreement (Myos Rens Technology Inc.), Securities Purchase Agreement (Myos Rens Technology Inc.)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including ~~post~~ post-effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by ~~each Purchaser~~ the Investor as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and its counsel) reasonably may propose and furnish to the Investor and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including ~~post~~ post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and (o) Include in each Prospectus and Registration the Plan of Distribution attached hereto as Exhibit C (the “Plan of Distribution”), unless and to the extent that such Plan of Distribution requires modification due to inaccuracy or due to a change in the Commission’s rules and regulations under the Securities Act.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Axion Power International, Inc.), Securities Purchase Agreement (Thermoenergy Corp), Securities Purchase Agreement (Thermoenergy Corp)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~6.2, the ~~Company~~ Borrower shall: (a) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the ~~Company~~ Borrower may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the ~~Company~~ Borrower (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the ~~Company~~Borrower, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the ~~Company~~ Borrower shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jh) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Spendsmart Networks, Inc.), Securities Purchase Agreement (Spendsmart Networks, Inc.), Securities Purchase Agreement (Spendsmart Networks, Inc.)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part end of the ~~Registration Statement or (ii) the date on which the Registration Statement is withdrawn~~Effectiveness Period; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and ~~its~~ the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and Investor’s counsel) reasonably may propose and furnish to the Investor and Investor’s legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investor reasonably ~~request~~requests, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to ~~each Purchaser~~ the Investor as ~~such Purchaser~~ the Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its Subsidiary complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or ~~post-~~post effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or ~~post-~~post effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or ~~post-~~post effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by the Investor or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its Subsidiary, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by the Investor and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investor and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of the Investor and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as ~~any Purchaser~~ the Investor may request and maintain a transfer agent for the Common Stock; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and (o) Unless and to the extent that such Plan of Distribution requires modification due to inaccuracy due to changes in the plan of distribution of Investor, or due to a change in SEC regulations, to use the Plan of Distribution attached hereto as Exhibit B in each Prospectus and Registration Statement.

Appears in 3 contracts

Sources: Warrant Acquisition Agreement (Energy Focus, Inc/De), Warrant Acquisition Agreement (Energy Focus, Inc/De), Warrant Acquisition Agreement (Energy Focus, Inc/De)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~6.2(a), the Company shall: (ai) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (bii) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (ciii) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities; (div) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (ev) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (fvi) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (gvii) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jviii) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Hooper Holmes Inc), Securities Purchase Agreement (Hooper Holmes Inc), Securities Purchase Agreement (Hooper Holmes Inc)

Appears in 2 contracts

Sources: Securities Purchase Agreement (Hooper Holmes Inc), Securities Purchase Agreement (General Employment Enterprises Inc)

Appears in 2 contracts

Sources: Securities Purchase Agreement (Vystar Corp), Securities Purchase Agreement (First China Pharmaceutical Group, Inc.)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including ~~post~~ post-effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by ~~each Purchaser~~ the Investor as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and ~~its~~ the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in such documents all such comments as the Investor (and his counsel) reasonably may propose and furnish to the Investor and his legal counsel identified to the ~~Company~~ Company, (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable ~~Securities~~Securities owned by the Investor; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including ~~post~~ post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than eighteen (18) months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by such Investors or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; and (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Thermoenergy Corp), Securities Purchase Agreement (Thermoenergy Corp)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~3.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part end of the ~~Registration Statement or (ii) the date on which the Registration Statement is withdrawn~~Effectiveness Period; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and ~~its~~ the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in such documents all such comments as the Investors (and Investors’ counsel) reasonably may propose and furnish to the Investors and Investors’ legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as ~~the Purchaser~~ any Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as ~~the Purchasers~~ any Investor reasonably ~~request~~requests, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investors of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to ~~each Purchaser~~ the Investors as ~~such Purchaser~~ any Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investors (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investors of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its Subsidiary complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or ~~post-~~post effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or ~~post-~~post effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or ~~post-~~post effective amendment; (ij) Make reasonably available for inspection by the Investors, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by the Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its Subsidiary, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investors or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by the Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of the Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investors and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with ~~the Purchasers~~ each Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as ~~any Purchaser~~ such Investor may request and maintain a transfer agent for the Common Stock; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and (o) Unless and to the extent that such Plan of Distribution requires modification due to inaccuracy due to changes in the plan of distribution of Investors, or due to a change in SEC regulations, to use the Plan of Distribution attached hereto as Exhibit B in each Prospectus and Registration Statement.

Appears in 1 contract

Sources: Warrant Acquisition Agreement (Energy Focus, Inc/De)

Registration Process. ~~In connection with~~ (a) Notwithstanding any provision in this Agreement to the ~~registration~~ contrary, if the Board of Directors of the Company determines in its reasonable judgment, at the time it receives a request to register Registrable ~~Securities~~ Shares pursuant to Section ~~5.2.1~~1.2, that (i) there shall be an adverse effect on a then ----------- contemplated Public Offering of the Company's securities, (ii) the registration and offering would interfere with any material financing, acquisition, corporate reorganization or other material corporate transaction or development involving the Company that is pending or imminent, (iii) the disclosures that would be required to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning, the Company, or (iv) registration at the time would require the inclusion of pro forma or other information, which requirement the Company is reasonably unable to comply with without incurring material expense, and the Company promptly gives each Holder, in the case of any registration statement referred to in Section 1.2, notice of that determination ----------- (it being understood, however, that in any such event, the Company ~~shall: (a) Prepare and file with~~ shall use best efforts to minimize the ~~SEC~~ length of the ~~Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as~~ postponement), then the Company may ~~deem necessary or appropriate and take all lawful action such that~~ defer the ~~Registration Statement and~~ filing of the registration statement which is required to effect any ~~amendment thereto does not~~registration pursuant to Section 1.2 for a reasonable period of time, ~~when it becomes effective, contain an untrue statement~~ but not in ----------- excess of ninety (90) calendar days. If the Company shall so postpone the filing of a ~~material fact or omit~~ registration statement, the Holders, in the case of any registration statement referred to ~~state a material fact required~~ in Section 1.2, shall have the right to ~~be stated therein or necessary~~ withdraw their ----------- request to ~~make~~ register the ~~statements therein, not misleading and that~~ Registrable Shares by giving written notice to the ~~Prospectus forming part~~ Company within thirty (30) days after the receipt of the ~~Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date~~ notice of the ~~Registration Statement and ending on~~ postponement and, in the ~~date on which all~~ event of the ~~Registrable Securities may~~ withdrawal, the demand that was withdrawn shall not be ~~sold~~ deemed to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were have been made~~, not misleading;~~. (b) ~~Comply with~~ An offering or filing of a registration statement will not count as a Demand until the ~~provisions of~~ registration statement has become effective (for Public Offerings only) and the ~~Securities Act~~ firm commitment underwriting or purchase agreement with respect to the ~~Registrable Securities covered~~ Demand has been executed and delivered by all parties thereto, and such registration statement remains continuously effective for the ~~Registration Statement until the earlier~~ lesser of (i) ~~such time as~~ the period during which all ~~of such~~ Registrable ~~Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth~~ Shares registered in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement theretoDemand are sold, and (ii) ~~such number~~ one hundred eighty (180) days; provided that if, after a Registration Statement for a -------- Public Offering has become effective or after the firm commitment underwriting or purchase agreement with respect to the Demand has been executed and delivered by all parties thereto, (A) an offering of ~~copies~~ Registrable Shares is interfered with by any stop order, injunction or other order or requirement of the ~~Prospectus~~ Commission or other governmental agency or court, or (B) the conditions to closing specified in the underwriting or purchase agreement are not satisfied or waived, then, in either case, such offering will be deemed not to have been effected and ~~all amendments~~ shall not count as a Demand. The requesting Holders may abandon the Demand at any time before the filing of the related registration statement with the Commission without it counting as a Demand and ~~supplements thereto and such other documents, as~~ shall retain the ~~Purchaser may reasonably request in order to facilitate the disposition~~ demand rights hereunder. (c) The requesting Holders holding a majority of the Registrable ~~Securities;~~Shares to be included in the Demand offering (the "Majority Requesting Holders") shall have the right to select the managing underwriters for the Demand offering so long as such underwriter is a firm of nationally recognized standing and reasonably acceptable to the Company. (d) ~~Register or qualify the Registrable Securities covered by the Registration Statement under such~~ No securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold ~~pursuant~~ for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand offering unless the managing underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price (based on a price range acceptable to the ~~Registration Statement, which certificates shall, if required under~~ Majority Requesting Holders) or success of the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain Demand offering (a ~~transfer agent for the Common Stock~~"Material Adverse Effect").

Appears in 1 contract

Sources: Registration Rights Agreement (Nettel Communications Inc)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including ~~post~~ post-effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by ~~each Purchaser~~ the Investors as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and ~~its~~ the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in such documents all such comments as the Investors (and their counsel) reasonably may propose and furnish to the Investors and their legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investors may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including ~~post~~ post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investors of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investors (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investors of ~~its~~ their Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by the Investors, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investors or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investors and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investors to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and (o) Include in each Prospectus and Registration the Plan of Distribution attached hereto as Exhibit C (the “Plan of Distribution”), unless and to the extent that such Plan of Distribution requires modification due to inaccuracy or due to a change in the Commission’s rules and regulations under the Securities Act.

Appears in 1 contract

Sources: Securities Purchase Agreement (Thermoenergy Corp)

Registration Process. Registration for the Co-Branded Service shall only be permitted by one of the following three methods (each of which is described in more detail in Article 2 of this Exhibit A): (i) installation of the Customized Client by the potential AOLB/Itau Subscriber using a CD-ROM provided by AOLB or Itau as described elsewhere herein, (ii) in-person at an Itau branch, and (iii) Sign-up by Phone ("SUBP") if AOLB elects to offer SUBP for the AOLB Service, provided that Itau may not promote SUBP registration or any phone numbers associated therewith unless AOLB has pre-approved such promotion in writing. If in the future AOLB develops other registration methods, AOLB and Itau will discuss the need to include such new methods in the list of potential registration methods. The registration process will be based upon the registration process for the AOLB Service. Any Itau Customer that registers for the Co-Branded Service shall be provided a special Itau promotion code that such Customer shall be required to input (or in the case of SUBP, that the telephone operator will input) as part of the registration process. In ~~connection with~~ the case of registrations by the methods described in clauses (i) and (ii), the registration screens will contain, among other screens, the following: (A) the subscription price and the length of the free trial period (clearly stating that, beginning immediately after the end of the free trial period, the monthly charges will be collected in advance); (B) the available payment options (direct debit or credit card are the payment options although AOLB may, in its discretion, hereafter provide fewer, additional or different payment methods provided that AOLB shall offer the direct debit method to AOLB/Itau Subscribers throughout the Term); (C) a requirement that the potential AOLB/Itau Subscriber read and accept the Terms of Service during registration; and (D) a notice that subscription to the Co-Branded Service is subject to validation by Itau. In addition, subject to applicable laws and regulations, for those AOLB/Itau Subscribers who have subscribed to an unlimited access plan and who have elected direct debit as the form of payment, Itau shall note the 20% discount as part of the AOLB debit entry in their account statements. In the case of SUBP, the registration will be accomplished in two phases. In the first phase, the Itau Customer will call the AOLB call center and will provide his or her details to the AOLB attendant who will complete the registration of a Co-Branded Service account on behalf of the ~~Registrable Securities~~ Itau Customer. The AOLB attendant will inform the Itau Customer (i) of the price and the length of the free trial period (clearly stating that, beginning immediately after the end of the free trial period, the monthly charges will be collected in advance), (ii) of the payment options (direct debit or credit cards are the payment options although AOLB may, in its discretion, hereafter provide fewer, additional or different payment methods provided that AOLB shall offer the direct debit method to AOLB/Itau Subscribers throughout the Term), and (iii) that the Itau Customer will be required to read and accept the Terms of Service. Once this initial process is completed, (i) the account shall be activated so that it is accessible by the Itau Customer from any computer that has an AOL browser, (ii) the Itau Customer will be deemed an AOLB/Itau Subscriber for the purposes of the SMA, and (iii) if the AOLB/Itau Subscriber does not have a computer with an AOL browser, AOLB will ship a copy of the Customized Client or the AOLB Client to such AOLB/Itau Subscriber, at AOLB's expense. In the second phase, the AOLB/Itau Subscriber will, in the first login, be prompted to read and accept the Terms of Service through a pop-up screen. It is understood by the Parties that any CD-ROMs containing the Customized Client shipped by AOLB pursuant to sub-section (iii) above shall reduce the aggregate amount of the CD-ROMs (or interactive marketing) that Itau is required to Distribute or direct mail (or purchase) pursuant to Section ~~5.2.1~~2 and Section 3 of this Exhibit A. If any Itau Customer who subscribes to the Co-Branded Service after the MOA Effective Date requests in writing (within ten (10) days after such Itau Customer is first billed for the subscription (i.e., the ~~Company shall: (a~~first bill after any free trial ▇▇▇iod)) ~~Prepare~~ the cancellation of his or her subscription and ~~file with~~ the ~~SEC~~ reimbursement of the ~~Registration Statement~~ first subscription fee, Itau and AOLB agree that Itau shall provide such ~~amendments (including post effective amendments)~~ reimbursement immediately and shall charge back AOLB for such reimbursement as set forth in Section 10.2.5 of the SMA. Upon such cancellation and reimbursement by Itau, AOLB shall have the right to ~~the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and~~ take all ~~lawful action~~ appropriate actions to terminate such ~~that the Registration Statement~~ Subscriber's account immediately and to take any ~~amendment thereto does not, when~~ such other actions with regard to such account as it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of deems reasonable in accordance with the ~~intended~~ policies applied to AOLB Members. Regardless of the payment methods available during the registration process, after registration AOLB shall make available to all AOLB/Itau Subscribers the same payment methods as are available to subscribers to the AOLB Service. In addition, Itau Customers who are current subscribers to the AOLB Service, that are identified in subsection (a) of ~~disposition by each Purchaser as set forth~~ the definition of "Itau Customers" in the ~~Prospectus forming part~~ SMA, who enter an Itau bank branch and who express to a Promoter an interest in the Co-Branded Service will be directed by the Promoter (or, in Itau's discretion, by Itau employees if no Promoter is deployed to such bank branch) to call the AOLB call center for purposes of enabling AOLB to attempt to cause the Itau Customer to migrate to the Co-Branded Service. Such AOLB Subscribers who migrate to the Co-Branded Service will not be entitled to a new free trial period and will be counted as a registration from the commencement of the ~~Registration Statement or (ii)~~ billing cycle immediately following the date on which the ~~Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified~~ AOLB Subscriber migrates. No subscriber to the ~~Company~~ AOLB Service may be migrated to the Co-Branded Service unless Itau verifies such subscriber as an Itau Customer as provided below and such subscriber is identified in subsection (ia) ~~promptly after~~ of the ~~same is prepared~~ definition of "Itau Customers" in the SMA. Verification and ~~publicly distributed~~validation will be done on all registrants to the Co-Branded Service. AOLB will send a file to Itau daily, ~~filed~~ which will identify all registrants that register with the ~~SEC~~Itau promotion code. Itau will review this file and respond to AOLB within ten (10) days with (x) a list that identifies each registrant as either persons who meet subsection (a) of the definition of Itau Customers, or ~~received by~~ registrants who do not so meet such subsection and consequently shall not be entitled to the ~~Company~~20% discount and (y) if direct debit from an Itau account is the payment method, ~~one copy~~ the branch number and the account number so that AOLB can process the collection at the billing cycle of each AOLB/Itau Subscriber. AOLB shall make available boleto bancario as a payment method only when an Itau Customer does not elect credit card or direct debit as the means of payment. Itau further agrees to inform AOLB of when it is not possible for an AOLB/Itau Subscriber to use direct debit as a means of payment and AOLB shall inform such AOLB/Itau Subscriber that it must choose a different method of payment. In order to guarantee the quality of the ~~Registration Statement~~billing information of AOLB/Itau Subscribers that elect boleto bancario as the means of payment, ~~each Prospectus~~AOLB may block the access to the Co-Branded Service of, and ~~each amendment or supplement thereto, and (ii)~~ if applicable cancel the accounts of such ~~number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request~~ AOLB/Itau Subscribers in order to ~~facilitate~~ process the ~~disposition~~ validation of billing address and CPF of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities AOLB/Itau Subscriber in accordance with the ~~intended methods therefor provided in~~ policies applied to AOLB Members. After the ~~Prospectus which are customary under the circumstances; (h) In the event~~ initial validation of ~~an underwritten offering~~a registrant, ~~promptly include or incorporate in a Prospectus supplement or post-effective amendment~~ changes to the ~~Registration Statement such information as~~ payment method will be processed by using the ~~underwriters reasonably~~ Keyword "cobranca" when available or by calling the AOLB call center. The Parties will use good faith efforts to study, within sixty (60) days of the MOA Effective Date, the development of a new methodology and process for verification and validation of AOLB/Itau Subscribers. If the Parties do not agree ~~should be included therein~~ on a methodology and process, the current validation/verification methodology will remain unchanged. In addition, Itau will study whether, but shall have no obligation, to ~~which~~ provide the ~~Company does not reasonably object~~ systems and ~~make~~ databases to support online validation of the registration of Itau Customers for all ~~required filings~~ registration methods and real-time verification of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common StockItau Customers.

Appears in 1 contract

Sources: Strategic Interactive Services and Marketing Agreement (America Online Latin America Inc)

Registration Process. In connection with the registration obligations of the ~~Registrable Securities pursuant to~~ Company under Section ~~5.2.1~~2 hereof, the Company shall: (a) Prepare and file with the SEC ~~the~~ such amendments and post-effective amendments to each Resale Registration Statement as may be necessary to keep such Resale Registration Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be supplemented by any required Prospectus supplement, and ~~such amendments~~ as so supplemented to be filed pursuant to Rule 424 (~~including post effective amendments~~or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Resale Registration Statement ~~and supplements~~ during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Resale Registration Statement as so amended or such Prospectus as so supplemented. (b) Submit to the ~~prospectus included therein~~ SEC, within two (2) Business Days after the Company learns that no review of a particular Resale Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Resale Registration Statement, as the case may be, a request for acceleration of effectiveness of such Resale Registration Statement to a time and date not later than 48 hours after the submission of such request. (c) Use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Resale 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 in which they have been qualified for sale, in either case at the earliest possible moment or, if any such order or suspension is made effective during any Deferral Period, at the earliest possible moment after the expiration of such Deferral Period. (d) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Resale Registration Statement or the initiation of proceedings with respect to the Resale Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a “~~Prospectus~~Material Event”) as ~~the Company may deem necessary or appropriate and take all lawful action such that the~~ a result of which any Resale Registration Statement ~~and~~ shall contain any ~~amendment thereto does not, when it becomes effective, contain an~~ untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements ~~therein~~therein not misleading, ~~not misleading and that the~~ or any Prospectus ~~forming part of the Registration Statement, and~~ shall contain any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) include an untrue statement of a material fact or omit to state a 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;~~ misleading (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributedincluding, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any eventcase, as a result of ~~which~~ the ~~Prospectus included~~ non-availability of financial statements), or (C) the occurrence or existence of any development, event, fact, situation or circumstance relating to the Company that, in the discretion of the Company, makes it appropriate to suspend the availability of the Resale Registration ~~Statement~~Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the next sentence, as ~~then in effect, includes an~~ promptly as is reasonably practicable prepare and file a post-effective amendment to such Resale Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Resale Registration Statement and Prospectus so that such Resale Registration Statement does not contain any untrue statement of a material fact or ~~omits~~ omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ~~and promptly prepare an amendment~~ as thereafter delivered to the ~~Registration Statement and supplement to~~ purchasers of the ~~Prospectus to correct such untrue statement or omission~~Registrable Securities being sold thereunder, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (orand, in the ~~event~~ case of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a ~~Prospectus supplement or~~ post-effective amendment to a Resale Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice (via facsimile, telephone or electronic mail followed by a written notice by internationally recognized overnight courier) to the Holders that the availability of the Resale Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Holder agrees not to sell any Registrable Securities pursuant to the Resale Registration Statement until such ~~information~~ Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is reasonably practicable, (y) in the ~~underwriters~~ case of clause (B) above, as soon as, in the sole reasonable judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as reasonably ~~agree should be included therein~~ practicable thereafter and to (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Resale Registration Statement and any Prospectus is suspended (the “Deferral Period”) is not to exceed (i) 20 consecutive days at any one time; (ii) 30 days in the aggregate in any three-month period; or (iii) 60 days in the aggregate during any 12-month period, or as otherwise required by applicable regulatory authority; provided that, the number of days the Company ~~does~~ is required to keep the Resale Registration Statement effective shall be extended by the number of days equal to the aggregate Deferral Period(s). The first day of any Deferral Period must be at least two (2) trading days after the last day of any prior Deferral Period. (e) During the Effectiveness Period (except during such periods that a Deferral Notice is outstanding and has not been revoked), deliver to each Holder in connection with any sale of Registrable Securities pursuant to a Resale Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities and any amendment or supplement thereto as such Holder may reasonably ~~object~~ request; and ~~make all required filings~~ the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement ~~or post-effective amendment as soon as practicable after it is notified~~ thereto by each Holder in connection with any offering and sale of the ~~matters~~ Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (f) Subject to Section 3(d), prior to any public offering of the Registrable Securities pursuant to the Resale Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Holders 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 any Holder reasonably requests in writing, it being agreed that no such registration or qualification will be ~~included~~ made unless so requested; prior to any public offering of the Registrable Securities pursuant to the Resale Registration Statement, use commercially reasonable efforts to keep each such registration or ~~incorporated~~ qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary to enable the disposition in such ~~Prospectus supplement or post-effective amendment;~~ jurisdictions of such Registrable Securities in the manner set forth in the relevant Resale Registration Statement and the related Prospectus; provided, that the Company will not be required to (i) ~~In connection with~~ qualify as a foreign corporation or as a dealer in securities in any ~~underwritten offering, deliver~~ jurisdiction where it is not otherwise qualified or (ii) take any action that would subject it to general service of process in suits or to taxation in any such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stockjurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Registration Rights Agreement (Bonanza Creek Energy, Inc.)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part end of the ~~Registration Statement or (ii) the date on which the Registration Statement is withdrawn~~Effectiveness Period; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and its counsel) reasonably may propose and furnish to the Investor and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or ~~post-~~post effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or ~~post-~~post effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or ~~post-~~post effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and (o) Unless and to the extent that such Plan of Distribution requires modification due to inaccuracy, due to changes in the plan of distribution of Investor, or due to a change in SEC regulations, to use the Plan of Distribution attached hereto as Exhibit D in each Prospectus and Registration Statement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Energy Focus, Inc/De)

Registration Process. ~~In connection with~~ Dyadic Parent shall, subject to the provisions of this Article IV, thereupon use its commercially reasonable efforts to (i) effect the registration of TNO\BV’s Shares to the ~~Registrable~~ end that such registration under the Securities ~~pursuant~~ Act shall become and remain effective, (ii) cause any underwriting agreement relating to ~~Section 5.2.1~~Dyadic Parent's securities to provide that TNO\BV shall have the right to sell its Shares to the underwriters and that the underwriters shall purchase the Shares at the price paid by the underwriters for the securities sold by Dyadic Parent, and (iii) keep TNO\BV advised in writing as to the ~~Company shall~~initiation of each registration and as to the completion thereof, (iv) furnish such number of the registration statement and the prospectus included therein, including preliminary prospectuses and other documents incident thereto as TNO\BV from time to time may reasonably request, and (v) cause all Shares covered by such registrations to be listed on each securities exchange on which similar securities issued Dyadic Parent are listed, provided that: (a) ~~Prepare~~ TNO\BV shall have timely executed and ~~file with~~ delivered the ~~SEC~~ usual and customary agreement between Dyadic Parent, TNO\BV and the ~~Registration Statement and such amendments (including post effective amendments)~~ underwriters relating to the ~~Registration Statement and supplements to the prospectus included therein~~ registration; (~~a “Prospectus”~~b) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact in no event shall Dyadic Parent be required to ~~be stated therein~~ keep up to date or ~~necessary~~ to ~~make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and~~ supplement any ~~amendment or supplement thereto, does not at any time during the period commencing on~~ prospectus more than nine (9) months after the effective date of the ~~Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without~~ registration ~~under the Securities Act in reliance on Rule 144 (the “Registration Period”) include an untrue~~ statement of which such prospectus is a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn;part; and (c) ~~Furnish~~ if the registration contemplated by the Registration Notice consists of an underwritten offer and sale by Dyadic Parent for its own account of Dyadic Parent securities to ~~each Purchaser~~ be registered under the Securities Act, and ~~its legal counsel identified~~ the managing underwriters advise Dyadic Parent in writing that in their opinion the offering contemplated by the Registration Notice cannot be successfully completed if Dyadic Parent were to also register all of the ~~Company~~ “Registrable Shares” (as defined below) requested to be included in such registration by the Rightsholders, then Dyadic Parent will include in that registration: (i) ~~promptly after the same is prepared and publicly distributed~~first, ~~filed with the SEC, or received~~ any securities Dyadic Parent proposes to sell as contemplated by the ~~Company, one copy of the~~ Registration ~~Statement, each Prospectus, and each amendment or supplement thereto~~Notice, and (ii) second, that portion of the aggregate number of shares held by TNO\BV and all other Rightsholders (collectively, the “Registrable Shares”), which in the opinion of such managing underwriters can successfully be sold, such number of ~~copies~~ Registrable Shares to be taken pro rata from the then Rightsholders on the basis of the ~~Prospectus and~~ total number of Registrable Shares then held by each of them, with further like pro rata allocations among the Rightsholders of Registrable Shares in the event that any Rightsholder has requested registration of less than all ~~amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition~~ of the Registrable ~~Securities; (d) Register or qualify the Registrable Securities covered~~ Shares then held by ~~the Registration Statement under~~ such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common StockRightsholder.

Appears in 1 contract

Sources: Termination and License Agreement (Dyadic International Inc)

Registration Process. In connection with the registration of the ~~Registrable~~ Registerable Securities pursuant to Section ~~5.2.1~~6.1, the Company shall: (a) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the ~~Registrable~~ Registerable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the ~~Registrable~~ Registerable Securities covered by the Registration Statement until the earlier of (i) such time as all of such ~~Registrable~~ Registerable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the ~~Registrable~~ Registerable Securities. Such documents may be made available to each Purchaser through the SEC’s E▇▇▇▇ system; (d) Register or qualify the ~~Registrable~~ Registerable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Purchaser reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the ~~Registrable~~ Registerable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its ~~Registrable~~ Registerable Securities in accordance with the intended methods ~~therefor~~ therefore provided in the Prospectus which are customary under the circumstances;; and (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the ~~Purchasers~~ Purchaser to facilitate the timely preparation and delivery of certificates representing ~~Registrable~~ Registerable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such ~~Registrable~~ Registerable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 1 contract

Sources: Securities Purchase Agreement (Foothills Exploration, Inc.)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including ~~post~~ post-effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each ~~Purchaser~~ Investor as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) ~~Furnish~~ Prior to the filing with the Commission of the Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as each Investor (and its respective counsel) reasonably may propose and furnish to each ~~Purchaser~~ Investor and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including ~~post~~ post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each ~~Purchaser~~ Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each ~~Purchaser~~ Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to each Investor as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by each Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by such Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such Investor or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investors and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investors to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; and (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Thermoenergy Corp)

Registration Process. In connection with the registration of the ~~Registrable~~ Registerable Securities pursuant to Section ~~5.2.1~~6.2, the ~~Company~~ Borrower shall: (a) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the ~~Company~~ Borrower may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the ~~Registrable~~ Registerable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the ~~Registrable~~ Registerable Securities covered by the Registration Statement until the earlier of (i) such time as all of such ~~Registrable~~ Registerable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the ~~Company~~ Borrower (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the ~~Company~~Borrower, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the ~~Registrable~~ Registerable Securities; (d) Register or qualify the ~~Registrable~~ Registerable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the ~~Registrable~~ Registerable Securities for sale in such jurisdictions; provided, however, that the ~~Company~~ Borrower shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its ~~Registrable~~ Registerable Securities in accordance with the intended methods ~~therefor~~ therefore provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jh) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing ~~Registrable~~ Registerable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such ~~Registrable~~ Registerable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 1 contract

Sources: Securities Purchase Agreement (Premier Alliance Group, Inc.)

Registration Process. In connection with the registration of the ~~Registrable~~ Registerable Securities pursuant to Section ~~5.2.1~~6.2, the Company shall: (a) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the ~~Registrable~~ Registerable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the ~~Registrable~~ Registerable Securities covered by the Registration Statement until the earlier of (i) such time as all of such ~~Registrable~~ Registerable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the ~~Registrable~~ Registerable Securities. Such documents may be made available to each Purchaser through the SEC’s ▇▇▇▇▇ system; (d) Register or qualify the ~~Registrable~~ Registerable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the ~~Registrable~~ Registerable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its ~~Registrable~~ Registerable Securities in accordance with the intended methods ~~therefor~~ therefore provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jh) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing ~~Registrable~~ Registerable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such ~~Registrable~~ Registerable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 1 contract

Sources: Securities Purchase Agreement (Multimedia Platforms Inc.)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part end of the ~~Registration Statement or (ii) the date on which the Registration Statement is withdrawn~~Effectiveness Period; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and its counsel) reasonably may propose and furnish to the Investor and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or ~~post-~~post effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or ~~post-~~post effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or ~~post-~~post effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and (o) Unless and to the extent that such Plan of Distribution requires modification due to inaccuracy due to changes in the plan of distribution of Investor, or due to a change in SEC regulations, to use the Plan of Distribution attached hereto as Exhibit D in each Prospectus and Registration Statement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Energy Focus, Inc/De)

Registration Process. Registration for the Co-Branded Service shall only be permitted by one of the following three methods (each of which is described in more detail in Article 2 of this Exhibit A): (i) installation of the Customized Client by the potential AOLB/Itau Subscriber using a CD-ROM provided by AOLB or Itau as described elsewhere herein, (ii) in-person at an Itau branch, and (iii) Sign-up by Phone ("SUBP") if AOLB elects to offer SUBP for the AOLB Service, provided that Itau may not promote SUBP registration or any phone numbers associated therewith unless AOLB has pre-approved such promotion in writing. If in the future AOLB develops other registration methods, AOLB and Itau will discuss the need to include such new methods in the list of potential registration methods. The registration process will be based upon the registration process for the AOLB Service. Any Itau Customer that registers for the Co-Branded Service shall be provided a special Itau promotion code that such Customer shall be required to input (or in the case of SUBP, that the telephone operator will input) as part of the registration process. In ~~connection with~~ the case of registrations by the methods described in clauses (i) and (ii), the registration screens will contain, among other screens, the following: (A) the subscription price and the length of the free trial period (clearly stating that, beginning immediately after the end of the free trial period, the monthly charges will be collected in advance); (B) the available payment options (direct debit or credit card are the payment options although AOLB may, in its discretion, hereafter provide fewer, additional or different payment methods provided that AOLB shall offer the direct debit method to AOLB/Itau Subscribers throughout the Term); (C) a requirement that the potential AOLB/Itau Subscriber read and accept the Terms of Service during registration; and (D) a notice that subscription to the Co-Branded Service is subject to validation by Itau. In addition, subject to applicable laws and regulations, for those AOLB/Itau Subscribers who have subscribed to an unlimited access plan and who have elected direct debit as the form of payment, Itau shall note the 20% discount as part of the AOLB debit entry in their account statements. In the case of SUBP, the registration will be accomplished in two phases. In the first phase, the Itau Customer will call the AOLB call center and will provide his or her details to the AOLB attendant who will complete the registration of a Co-Branded Service account on behalf of the ~~Registrable Securities~~ Itau Customer. The AOLB attendant will inform the Itau Customer (i) of the price and the length of the free trial period (clearly stating that, beginning immediately after the end of the free trial period, the monthly charges will be collected in advance), (ii) of the payment options (direct debit or credit cards are the payment options although AOLB may, in its discretion, hereafter provide fewer, additional or different payment methods provided that AOLB shall offer the direct debit method to AOLB/Itau Subscribers throughout the Term), and (iii) that the Itau Customer will be required to read and accept the Terms of Service. Once this initial process is completed, (i) the account shall be activated so that it is accessible by the Itau Customer from any computer that has an AOL browser, (ii) the Itau Customer will be deemed an AOLB/Itau Subscriber for the purposes of the SMA, and (iii) if the AOLB/Itau Subscriber does not have a computer with an AOL browser, AOLB will ship a copy of the Customized Client or the AOLB Client to such AOLB/Itau Subscriber, at AOLB's expense. In the second phase, the AOLB/Itau Subscriber will, in the first login, be prompted to read and accept the Terms of Service through a pop-up screen. It is understood by the Parties that any CD-ROMs containing the Customized Client shipped by AOLB pursuant to sub-section (iii) above shall reduce the aggregate amount of the CD-ROMs (or interactive marketing) that Itau is required to Distribute or direct mail (or purchase) pursuant to Section ~~5.2.1~~2 and Section 3 of this Exhibit A. If any Itau Customer who subscribes to the Co-Branded Service after the MOA Effective Date requests in writing (within ten (10) days after such Itau Customer is first billed for the subscription (i.e., the ~~Company shall: (a~~first ▇▇▇▇ after any free trial period)) ~~Prepare~~ the cancellation of his or her subscription and ~~file with~~ the ~~SEC~~ reimbursement of the ~~Registration Statement~~ first subscription fee, Itau and AOLB agree that Itau shall provide such ~~amendments (including post effective amendments)~~ reimbursement immediately and shall charge back AOLB for such reimbursement as set forth in Section 10.2.5 of the SMA. Upon such cancellation and reimbursement by Itau, AOLB shall have the right to ~~the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and~~ take all ~~lawful action~~ appropriate actions to terminate such ~~that the Registration Statement~~ Subscriber's account immediately and to take any ~~amendment thereto does not, when~~ such other actions with regard to such account as it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of deems reasonable in accordance with the ~~intended~~ policies applied to AOLB Members. Regardless of the payment methods available during the registration process, after registration AOLB shall make available to all AOLB/Itau Subscribers the same payment methods as are available to subscribers to the AOLB Service. In addition, Itau Customers who are current subscribers to the AOLB Service, that are identified in subsection (a) of ~~disposition by each Purchaser as set forth~~ the definition of "Itau Customers" in the ~~Prospectus forming part~~ SMA, who enter an Itau bank branch and who express to a Promoter an interest in the Co-Branded Service will be directed by the Promoter (or, in Itau's discretion, by Itau employees if no Promoter is deployed to such bank branch) to call the AOLB call center for purposes of enabling AOLB to attempt to cause the Itau Customer to migrate to the Co-Branded Service. Such AOLB Subscribers who migrate to the Co-Branded Service will not be entitled to a new free trial period and will be counted as a registration from the commencement of the ~~Registration Statement or (ii)~~ billing cycle immediately following the date on which the ~~Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified~~ AOLB Subscriber migrates. No subscriber to the ~~Company~~ AOLB Service may be migrated to the Co-Branded Service unless Itau verifies such subscriber as an Itau Customer as provided below and such subscriber is identified in subsection (ia) ~~promptly after~~ of the ~~same is prepared~~ definition of "Itau Customers" in the SMA. Verification and ~~publicly distributed~~validation will be done on all registrants to the Co-Branded Service. AOLB will send a file to Itau daily, ~~filed~~ which will identify all registrants that register with the ~~SEC~~Itau promotion code. Itau will review this file and respond to AOLB within ten (10) days with (x) a list that identifies each registrant as either persons who meet subsection (a) of the definition of Itau Customers, or ~~received by~~ registrants who do not so meet such subsection and consequently shall not be entitled to the ~~Company~~20% discount and (y) if direct debit from an Itau account is the payment method, ~~one copy~~ the branch number and the account number so that AOLB can process the collection at the billing cycle of each AOLB/Itau Subscriber. AOLB shall make available boleto bancario as a payment method only when an Itau Customer does not elect credit card or direct debit as the means of payment. Itau further agrees to inform AOLB of when it is not possible for an AOLB/Itau Subscriber to use direct debit as a means of payment and AOLB shall inform such AOLB/Itau Subscriber that it must choose a different method of payment. In order to guarantee the quality of the ~~Registration Statement~~billing information of AOLB/Itau Subscribers that elect boleto bancario as the means of payment, ~~each Prospectus~~AOLB may block the access to the Co-Branded Service of, and ~~each amendment or supplement thereto, and (ii)~~ if applicable cancel the accounts of such ~~number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request~~ AOLB/Itau Subscribers in order to ~~facilitate~~ process the ~~disposition~~ validation of billing address and CPF of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities AOLB/Itau Subscriber in accordance with the ~~intended methods therefor provided in~~ policies applied to AOLB Members. After the ~~Prospectus which are customary under the circumstances; (h) In the event~~ initial validation of ~~an underwritten offering~~a registrant, ~~promptly include or incorporate in a Prospectus supplement or post-effective amendment~~ changes to the ~~Registration Statement such information as~~ payment method will be processed by using the ~~underwriters reasonably~~ Keyword "cobranca" when available or by calling the AOLB call center. The Parties will use good faith efforts to study, within sixty (60) days of the MOA Effective Date, the development of a new methodology and process for verification and validation of AOLB/Itau Subscribers. If the Parties do not agree ~~should be included therein~~ on a methodology and process, the current validation/verification methodology will remain unchanged. In addition, Itau will study whether, but shall have no obligation, to ~~which~~ provide the ~~Company does not reasonably object~~ systems and ~~make~~ databases to support online validation of the registration of Itau Customers for all ~~required filings~~ registration methods and real-time verification of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common StockItau Customers.

Appears in 1 contract

Sources: Strategic Interactive Services and Marketing Agreement (America Online Latin America Inc)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~6.2.1, the Company shall: (a) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available and deliver to each Purchaser participating in the Registration Statement, an earnings statement of the Company that will satisfy the provisions of Section 11(a) of the Securities Act covering a period of 12 months beginning after the effective date of such Registration Statement as soon as reasonably practicable after the termination of such 12-month period; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or ~~post-~~post effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or ~~post-~~post effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or ~~post-~~post effective amendment; (ij) Make reasonably available for inspection by each Purchaser, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Purchaser or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by such Purchaser or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Purchasers and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such Purchaser or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Purchasers and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Purchasers and other parties; (k) In connection with any offering, make such representations and warranties to the Purchasers and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jm) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock;.

Appears in 1 contract

Sources: Securities Purchase Agreement (GigOptix, Inc.)

Appears in 1 contract

Sources: Note Purchase Agreement (Energy Focus, Inc/De)

Registration Process. ~~In connection~~ (i) The Company shall use its best efforts to cause such registration statement to be filed with the ~~registration of the Registrable Securities pursuant~~ SEC and to ~~Section 5.2.1, the~~ become effective as promptly as practicable. The Company ~~shall: (a) Prepare~~ shall prepare and file with the ~~SEC~~ SEC, promptly upon the ~~Registration Statement and such~~ Holder's request, any amendments ~~(including post effective amendments) to the Registration Statement and~~ or supplements to the registration statement or prospectus that, in the Holder's opinion, may be necessary or advisable in connection with the Rights Offering, subject to the reasonable approval of counsel for the Company. The Company shall not file any amendment or supplement to the registration statement or prospectus unless (A) it has furnished the Holder with a copy of such amendment or supplement a reasonable time prior to filing and (B) the Holder has not reasonably objected to such amendment or supplement by notice to the Company. The Company shall not issue any advertisement, press release, mailing or other solicitation material of which the Holder reasonably disapproves by prompt written notice to the Company after receiving reasonable notice thereof. The Company shall comply with the Act and the rules and regulations thereunder in connection with the Rights Offering and, until the termination of the Rights Offering, the Company shall use its best efforts to qualify the Rights Shares under the securities laws of all jurisdictions in which qualification is required and there are holders of the Holder common stock and to continue such qualifications in effect during the exercise period of the Rights. (ii) The Company shall notify Holder and each selling stockholder (if any) at any time when a prospectus relating thereto is required to be delivered under the Act within the period that the Company is required to keep the registration statement effective of the happening of any event as a result of which the prospectus included in such registration statement, together with any associated term sheet, contains an untrue statement of a material fact or omits any fact necessary to make the statement therein ~~(a “Prospectus”) as~~ not misleading, and, at the request of any such selling stockholder or Holder, the Company ~~may deem necessary~~ will prepare a supplement or ~~appropriate~~ amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities or Rights and ~~take all lawful action~~ shares of Common Stock underlying such ~~that the Registration Statement and any amendment thereto does not~~Rights, ~~when it becomes effective,~~ such prospectus will not contain an untrue statement of a material fact or omit to state ~~a material~~ any fact ~~required to be stated therein or~~ necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made,~~ not misleading; (biii) ~~Comply with the provisions of the Securities Act with respect to the~~ The Company shall cause all such Registrable Securities ~~covered~~ or Rights and shares of Common Stock underlying such Rights to be listed or included on securities exchanges on which similar securities issued by the ~~Registration Statement until~~ Company are then listed or included; (iv) The Company shall provide a transfer agent and registrar for all such Registrable Securities or Rights and shares of Common Stock underlying such Rights not later than the ~~earlier~~ effective date of such registration statement; (iv) The Company shall enter into such ~~time~~ customary agreements (including an underwriting agreement in customary form) and take such other customary actions as ~~all~~ may be reasonably necessary to expedite or facilitate the disposition of such Registrable Securities ~~have been disposed of in accordance with~~ or the ~~intended methods of disposition by each Purchaser as set forth in the Prospectus forming part~~ consummation of the ~~Registration Statement or (ii) the date on which the Registration Statement is withdrawn~~Rights Offering; (cvi) ~~Furnish to each Purchaser and its legal counsel identified~~ The Company shall obtain a "comfort" letter addressed to the Company from its independent public accountants in customary form and covering such matters of the type customarily covered by "comfort" letters; and (vii) The Company shall make available for inspection by any selling stockholder or the Holder, any underwriter participating in any disposition or the Rights Offering pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller, the Holder or any 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 seller or the Holder or any such underwriter, attorney, accountant or agent in connection with such registration statement. At the time of mailing the prospectus relating to the Rights Offering and at the time of the closing of the Rights Offering, Holder shall be entitled to receive (i) ~~promptly after~~ from the ~~same is prepared~~ Company such certificates and ~~publicly distributed, filed~~ documents evidencing compliance with ~~the SEC, or received by the Company, one copy~~ such representations and warranties of the ~~Registration Statement, each Prospectus, and each amendment or supplement thereto~~Company as the Holder shall reasonably request, and (ii) from the Company's counsel and independent accountants such ~~number of copies of the Prospectus~~ opinions and ~~all amendments and supplements thereto and such other documents,~~ documents as ~~the Purchaser~~ Holder may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions thereof as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where if it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were ~~made, not misleading, and promptly prepare an amendment~~ applicable to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common StockRights Offering.

Appears in 1 contract

Sources: Investor Rights Agreement (Lifef X Inc)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~6.2(a), the Company shall:: 8094842v1 (ai) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (bii) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (ciii) Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities; (div) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (ev) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an 8094842v1 untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (fvi) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (gvii) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jviii) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 1 contract

Sources: Securities Purchase Agreement (Hooper Holmes Inc)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~1.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part end of the ~~Registration Statement or (ii) the date on which the Registration Statement is withdrawn~~Effectiveness Period; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and ~~its~~ the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and her counsel) reasonably may propose and furnish to the Investor and her legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investor reasonably ~~request~~requests, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to ~~each Purchaser~~ the Investor as ~~such Purchaser~~ the Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its Subsidiary complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by the Investor or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its Subsidiary, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by the Investor and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investor and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of the Investor and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as ~~any Purchaser~~ the Investor may request and maintain a transfer agent for the Common Stock.; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and

Appears in 1 contract

Sources: Note Purchase Agreement (Energy Focus, Inc/De)

Registration Process. In connection with the registration of the Registrable Securities pursuant to ~~Section 5.2.1~~Sections 6(a) and (b) above, the Company shall: (ai) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the first year anniversary date ~~on which all~~ of the ~~Registrable Securities may be sold to~~ expiration of the ~~public without registration under~~ Warrant (or, if earlier, when all the ~~Securities Act in reliance on Rule 144~~ Warrant Shares have been sold) (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (bii) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each ~~Purchaser~~ Holder as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (ciii) Furnish to ~~each Purchaser~~ Holder and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Holder may reasonably request in order to facilitate the disposition of the Registrable Securities. Such documents may be made available to Holder through the SEC’s E▇▇▇▇ system; (div) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Holder reasonably request, (iii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (~~iii~~ii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iviii) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (ev) ~~As promptly as practicable~~ Promptly after becoming aware of such event, notify ~~each Purchaser~~ Holder of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to ~~each Purchaser~~ Holder as such ~~Purchaser~~ Holder may reasonably request; (fvi) As promptly as practicable after becoming aware of such event, notify each ~~Purchaser~~ Holder (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (gvii) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Holder of its Registrable Securities in accordance with the intended methods ~~therefor~~ therefore provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jviii) Cooperate with the ~~Purchasers~~ Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Holder may request and maintain a transfer agent for the Common Stock; and (ix) In the case of a Shelf Registration, prepare and file with the SEC 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 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for the Registration Period.

Appears in 1 contract

Sources: Warrant Agreement (Foothills Exploration, Inc.)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including ~~post~~ post-effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by ~~each Purchaser~~ the Investor as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and its counsel) reasonably may propose and furnish to the Investor and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including ~~post~~ post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; and (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Thermoenergy Corp)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~4.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including ~~post~~ post-effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by ~~each Purchaser~~ the Investor as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and its counsel) reasonably may propose and furnish to the Investor and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) ~~Register~~ (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investors reasonably request, (ii) prepare and file in such jurisdictions such amendments (including ~~post~~ post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each ~~Purchaser~~ Investor as such ~~Purchaser~~ Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Investors or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by such Investors and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of Investors and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any ~~Purchaser~~ Investor may request and maintain a transfer agent for the Common Stock; and (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Thermoenergy Corp)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~6.2.1, the ~~Company~~ Borrower shall: (a) Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the ~~Company~~ Borrower may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified to the ~~Company~~ Borrower (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the ~~Company~~Borrower, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the ~~Company~~ Borrower shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (jh) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

Appears in 1 contract

Sources: Securities Purchase Agreement (Premier Alliance Group, Inc.)

Registration Process. ~~In connection with~~ Dyadic Parent shall, subject to the provisions of this Exhibit A, thereupon use its commercially reasonable efforts to (i) effect the registration of Smeaton’s and\or ▇▇▇▇▇’▇ Parent Shares to the ~~Registrable~~ end that such registration under the Securities ~~pursuant~~ Act shall become and remain effective, (ii) cause any underwriting agreement relating to ~~Section 5.2.1~~Dyadic Parent's securities to provide that Smeaton and\or ▇▇▇▇▇ shall have the right to sell his or their Parent Shares to the underwriters and that the underwriters shall purchase the Parent Shares at the price paid by the underwriters for the securities sold by Dyadic Parent, and (iii) keep each of Smeaton and ▇▇▇▇▇ advised in writing as to the ~~Company shall~~initiation of each registration and as to the completion thereof, (iv) furnish such number of the registration statement and the prospectus included therein, including preliminary prospectuses and other documents incident thereto as Smeaton and ▇▇▇▇▇ from time to time may reasonably request, and (v) cause all Parent Shares covered by such registrations to be listed on each securities exchange on which similar securities issued Dyadic Parent are listed, provided that: (a) ~~Prepare~~ each of Smeaton and ~~file with~~ ▇▇▇▇▇ shall have timely executed and delivered the ~~SEC~~ usual and customary agreement between Dyadic Parent, Smeaton, and\or ▇▇▇▇▇ (as the ~~Registration Statement~~ case may be) and ~~such amendments (including post effective amendments)~~ the underwriters relating to the ~~Registration Statement and supplements to the prospectus included therein~~ registration; (~~a “Prospectus”~~b) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact in no event shall Dyadic Parent be required to ~~be stated therein~~ keep up to date or ~~necessary~~ to ~~make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and~~ supplement any ~~amendment or supplement thereto, does not at any time during the period commencing on~~ prospectus more than nine (9) months after the effective date of the ~~Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without~~ registration ~~under the Securities Act in reliance on Rule 144 (the “Registration Period”) include an untrue~~ statement of which such prospectus is a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn;part; and (c) ~~Furnish~~ if the registration contemplated by the Registration Notice consists of an underwritten offer and sale by Dyadic Parent for its own account of Dyadic Parent securities to ~~each Purchaser~~ be registered under the Securities Act, and ~~its legal counsel identified~~ the managing underwriters advise Dyadic Parent in writing that in their opinion the offering contemplated by the Registration Notice cannot be successfully completed if Dyadic Parent were to also register all of the ~~Company~~ “Registrable Shares” (as defined below) requested to be included in such registration by the Rightsholders, then Dyadic Parent will include in that registration: (i) ~~promptly after the same is prepared and publicly distributed~~first, ~~filed with the SEC, or received~~ any securities Dyadic Parent proposes to sell as contemplated by the ~~Company, one copy of the~~ Registration ~~Statement, each Prospectus, and each amendment or supplement thereto~~Notice, and (ii) second, that portion of the aggregate number of Parent Shares held by Smeaton and ▇▇▇▇▇ pursuant to Section 2 hereof and all other Rightsholders (collectively, the “Registrable Shares”), which in the opinion of such managing underwriters can successfully be sold, such number of ~~copies~~ Registrable Shares to be taken pro rata from the then Rightsholders on the basis of the ~~Prospectus and~~ total number of Registrable Shares then held by each of them, with further like pro rata allocations among the Rightsholders of Registrable Shares in the event that any Rightsholder has requested registration of less than all ~~amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition~~ of the Registrable ~~Securities; (d) Register or qualify the Registrable Securities covered~~ Shares then held by ~~the Registration Statement under~~ such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common StockRightsholder.

Appears in 1 contract

Sources: Satisfaction and Purchase Agreement (Dyadic International Inc)

Registration Process. Registration for the Co-Branded Service shall only be permitted by one of the following three methods (each of which is described in more detail in Article 2 of this Exhibit A): (i) installation of the Customized Client by the potential AOLB/Itaú Subscriber using a CD-ROM provided by AOLB or Itaú as described elsewhere herein, (ii) in-person at an Itaú branch, and (iii) Sign-up by Phone (“SUBP”) if AOLB elects to offer SUBP for the AOLB Service, provided that Itaú may not promote SUBP registration or any phone numbers associated therewith unless AOLB has pre-approved such promotion in writing. If in the future AOLB develops other registration methods, AOLB and Itaú will discuss the need to include such new methods in the list of potential registration methods. The registration process will be based upon the registration process for the AOLB Service. Any Itaú Customer that registers for the Co-Branded Service shall be provided a special Itaú promotion code that such Customer shall be required to input (or in the case of SUBP, that the telephone operator will input) as part of the registration process. In ~~connection with~~ the case of registrations by the methods described in clauses (i) and (ii), the registration screens will contain, among other screens, the following: (A) the subscription price and the length of the free trial period (clearly stating that, beginning immediately after the end of the free trial period, the monthly charges will be collected in advance); (B) the available payment options (direct debit or credit card are the payment options although AOLB may, in its discretion, hereafter provide fewer, additional or different payment methods provided that AOLB shall offer the direct debit method to AOLB/Itaú Subscribers throughout the Term); (C) a requirement that the potential AOLB/Itaú Subscriber read and accept the Terms of Service during registration; and (D) a notice that subscription to the Co-Branded Service is subject to validation by Itaú. In addition, subject to applicable laws and regulations, for those AOLB/Itaú Subscribers who have subscribed to an unlimited access plan and who have elected direct debit as the form of payment, Itaú shall note the 20% discount as part of the AOLB debit entry in their account statements. In the case of SUBP, the registration will be accomplished in two phases. In the first phase, the Itaú Customer will call the AOLB call center and will provide his or her details to the AOLB attendant who will complete the registration of a Co-Branded Service account on behalf of the ~~Registrable Securities~~ Itaú Customer. The AOLB attendant will inform the Itaú Customer (i) of the price and the length of the free trial period (clearly stating that, beginning immediately after the end of the free trial period, the monthly charges will be collected in advance), (ii) of the payment options (direct debit or credit cards are the payment options although AOLB may, in its discretion, hereafter provide fewer, additional or different payment methods provided that AOLB shall offer the direct debit method to AOLB/Itaú Subscribers throughout the Term), and (iii) that the Itaú Customer will be required to read and accept the Terms of Service. Once this initial process is completed, (i) the account shall be activated so that it is accessible by the Itaú Customer from any computer that has an AOL browser, (ii) the Itaú Customer will be deemed an AOLB/Itaú Subscriber for the purposes of the SMA, and (iii) if the AOLB/Itaú Subscriber does not have a computer with an AOL browser, AOLB will ship a copy of the Customized Client or the AOLB Client to such AOLB/Itaú Subscriber, at AOLB’s expense. In the second phase, the AOLB/Itaú Subscriber will, in the first login, be prompted to read and accept the Terms of Service through a pop-up screen. It is understood by the Parties that any CD-ROMs containing the Customized Client shipped by AOLB pursuant to sub-section (iii) above shall reduce the aggregate amount of the CD-ROMs (or interactive marketing) that Itaú is required to Distribute or direct mail (or purchase) pursuant to Section ~~5.2.1~~2 and Section 3 of this Exhibit A. If any Itaú Customer who subscribes to the Co-Branded Service after the MOA Effective Date requests in writing (within ten (10) days after such Itaú Customer is first billed for the subscription (i.e., the ~~Company shall: (a~~first b▇▇▇ after any free trial period)) ~~Prepare~~ the cancellation of his or her subscription and ~~file with~~ the ~~SEC~~ reimbursement of the ~~Registration Statement~~ first subscription fee, Itaú and AOLB agree that Itaú shall provide such ~~amendments (including post effective amendments)~~ reimbursement immediately and shall charge back AOLB for such reimbursement as set forth in Section 10.2.5 of the SMA. Upon such cancellation and reimbursement by Itaú, AOLB shall have the right to ~~the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and~~ take all ~~lawful action~~ appropriate actions to terminate such ~~that the Registration Statement~~ Subscriber’s account immediately and to take any ~~amendment thereto does not, when~~ such other actions with regard to such account as it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) 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 light of the circumstances under which they were made, not misleading; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of deems reasonable in accordance with the ~~intended~~ policies applied to AOLB Members. Regardless of the payment methods available during the registration process, after registration AOLB shall make available to all AOLB/Itaú Subscribers the same payment methods as are available to subscribers to the AOLB Service. In addition, Itaú Customers who are current subscribers to the AOLB Service, that are identified in subsection (a) of ~~disposition by each Purchaser as set forth~~ the definition of “Itaú Customers” in the ~~Prospectus forming part~~ SMA, who enter an Itaú bank branch and who express to a Promoter an interest in the Co-Branded Service will be directed by the Promoter (or, in Itaú’s discretion, by Itaú employees if no Promoter is deployed to such bank branch) to call the AOLB call center for purposes of enabling AOLB to attempt to cause the Itaú Customer to migrate to the Co-Branded Service. Such AOLB Subscribers who migrate to the Co-Branded Service will not be entitled to a new free trial period and will be counted as a registration from the commencement of the ~~Registration Statement or (ii)~~ billing cycle immediately following the date on which the ~~Registration Statement is withdrawn; (c) Furnish to each Purchaser and its legal counsel identified~~ AOLB Subscriber migrates. No subscriber to the ~~Company~~ AOLB Service may be migrated to the Co-Branded Service unless Itaú verifies such subscriber as an Itaú Customer as provided below and such subscriber is identified in subsection (ia) ~~promptly after~~ of the ~~same is prepared~~ definition of “Itaú Customers” in the SMA. Verification and ~~publicly distributed~~validation will be done on all registrants to the Co-Branded Service. AOLB will send a file to Itaú daily, ~~filed~~ which will identify all registrants that register with the ~~SEC~~Itaú promotion code. Itaú will review this file and respond to AOLB within ten (10) days with (x) a list that identifies each registrant as either persons who meet subsection (a) of the definition of Itaú Customers, or ~~received by~~ registrants who do not so meet such subsection and consequently shall not be entitled to the ~~Company~~20% discount and (y) if direct debit from an Itaú account is the payment method, ~~one copy~~ the branch number and the account number so that AOLB can process the collection at the billing cycle of each AOLB/Itaú Subscriber. AOLB shall make available boleto bancário as a payment method only when an Itaú Customer does not elect credit card or direct debit as the means of payment. Itaú further agrees to inform AOLB of when it is not possible for an AOLB/Itaú Subscriber to use direct debit as a means of payment and AOLB shall inform such AOLB/Itaú Subscriber that it must choose a different method of payment. In order to guarantee the quality of the ~~Registration Statement~~billing information of AOLB/Itaú Subscribers that elect boleto bancário as the means of payment, ~~each Prospectus~~AOLB may block the access to the Co-Branded Service of, and ~~each amendment or supplement thereto, and (ii)~~ if applicable cancel the accounts of such ~~number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request~~ AOLB/Itaú Subscribers in order to ~~facilitate~~ process the ~~disposition~~ validation of billing address and CPF of the Registrable Securities; (d) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities AOLB/Itaú Subscriber in accordance with the ~~intended methods therefor provided in~~ policies applied to AOLB Members. After the ~~Prospectus which are customary under the circumstances; (h) In the event~~ initial validation of ~~an underwritten offering~~a registrant, ~~promptly include or incorporate in a Prospectus supplement or post-effective amendment~~ changes to the ~~Registration Statement such information as~~ payment method will be processed by using the ~~underwriters reasonably~~ Keyword “cobrança” when available or by calling the AOLB call center. The Parties will use good faith efforts to study, within sixty (60) days of the MOA Effective Date, the development of a new methodology and process for verification and validation of AOLB/Itaú Subscribers. If the Parties do not agree ~~should be included therein~~ on a methodology and process, the current validation/verification methodology will remain unchanged. In addition, Itaú will study whether, but shall have no obligation, to ~~which~~ provide the ~~Company does not reasonably object~~ systems and ~~make~~ databases to support online validation of the registration of Itaú Customers for all ~~required filings~~ registration methods and real-time verification of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (i) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters; and (j) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common StockItaú Customers.

Appears in 1 contract

Sources: Strategic Interactive Services and Marketing Agreement (America Online Latin America Inc)

Registration Process. In connection with the registration of the Registrable Securities pursuant to Section ~~5.2.1~~1.1, the Company shall: (a) Prepare and file with the ~~SEC~~ Commission the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the ~~period commencing on the effective date of the~~ Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) Period 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 light of the circumstances under which they were made, not misleading.; (b) Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part end of the ~~Registration Statement or (ii) the date on which the Registration Statement is withdrawn~~Effectiveness Period; (c) ~~Furnish~~ Prior to ~~each Purchaser~~ the filing with the Commission of the Registration Statement (including any amendments thereto) and ~~its~~ the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investor and reflect in such documents all such comments as the Investor (and her counsel) reasonably may propose and furnish to the Investor and her legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the ~~SEC~~Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the ~~Purchaser~~ Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (di) ~~Register~~ register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the ~~Purchasers~~ Investor reasonably ~~request~~requests, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor of the occurrence of any event, as a result of which the Prospectus included in the Registration 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to ~~each Purchaser~~ the Investor as ~~such Purchaser~~ the Investor may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify ~~each Purchaser~~ the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the ~~SEC~~ Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the ~~Purchaser~~ Investor of ~~its~~ his Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (h) Make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the Effective Date of the Registration Statement, an earnings statement of the Company and its Subsidiary complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; (i) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (ij) Make reasonably available for inspection by the Investor, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by the Investor or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its Subsidiary, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any nonpublic information shall be kept confidential by the Investor and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investor and the other parties entitled thereto by one firm of counsel designated by and on behalf of the majority in interest of the Investor and other parties; (k) In connection with any offering, make such representations and warranties to the Investor and to the underwriters if an underwritten offering, in form, substance and scope as are customarily made by a company to underwriters in secondary underwritten offerings; (l) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters~~; and~~; (jm) Cooperate with the ~~Purchasers~~ Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as ~~any Purchaser~~ the Investor may request and maintain a transfer agent for the Common Stock.; (n) Use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed or qualified for trading on the principal Trading Market, if any, on which the Common Stock is traded or listed on the Effective Date of the Registration Statement; and

Appears in 1 contract

Sources: Note Purchase Agreement (Energy Focus, Inc/De)

Common use of Registration Process Clause in Contracts