Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 7 contracts
Sources: Registration Rights Agreement (Vine Energy Inc.), Registration Rights Agreement (Vine Energy Inc.), Registration Rights Agreement (Vine Resources Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file pre- and post-effective amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof and use commercially reasonable efforts to cause such registration statement to remain effective, or file a replacement registration statement, until the shares covered such registration statement are sold and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of receipt by the Company of any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for amending or supplementing thereof or for additional information with respect thereto, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, including including, if required, making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 5 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement, Registration Rights Agreement (Repay Holdings Corp)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company PubCo will:
(1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Cadent and HoldCo and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company PubCo as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company PubCo as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company PubCo is a party, the representations and warranties of the Company PubCo contained in such agreement cease to be true and correct in all material respects or if the Company PubCo receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 4 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Cactus, Inc.), Registration Rights Agreement (Cactus, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Carlyle Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) (A) prepare and file (or confidentially submit) with the SEC a registration statement covering the applicable Shares, (B) prepare and file with the SEC a such amendments and supplements to such registration statement on and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an appropriate form covering underwritten public offering, such longer period as in the applicable Registrable Securitiesopinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (2) file amendments thereto as warranted, (3C) seek the effectiveness thereof, thereof and (4D) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Carlyle Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distributiondistribution set forth in such registration statement;
(bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Carlyle Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Carlyle Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Carlyle Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 3 contracts
Sources: Investor Rights Agreement (MKS Instruments Inc), Implementation Agreement (MKS Instruments Inc), Implementation Agreement (Atotech LTD)
Registration Statements. In connection with each registration statement that is demanded by Securityholders Securityholder in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, thereof as promptly as reasonably practicable and (4) file with the SEC prospectuses and prospectuses, prospectus supplements and free writing prospectuses as may be required, all in consultation with Blackstone Securityholder and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Securityholder and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Securityholder or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Securityholder or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x1) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;; and
(div) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, promptly (i1) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii2) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii3) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv4) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 3 contracts
Sources: Stockholders’ Agreement (BKV Corp), Stockholders’ Agreement (BKV Corp), Stockholders’ Agreement (BKV Corp)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement any Sponsor Stockholder or as to which piggyback rights otherwise apply, the Company will:
(i) subject to Section 3.1, (1) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the Shares covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the ORCP Stockholders or Other Sponsor Stockholders, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Sponsor Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Sponsor Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Sponsor Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Sponsor Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Sponsor Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x1) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(div) notify each Securityholder Sponsor Stockholder promptly, and, if requested by such SecurityholderSponsor Stockholder, confirm such advice in writing, (i1) when a registration statement has been filed or become effective and when any post-effective amendments and supplements thereto have been filed or become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii2) of the issuance by the SEC or any state or non-U.S. securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii3) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification or exemption from qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv4) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(ev) furnish counsel for each underwriter, if any, and for the Securityholders selling Sponsor Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Shares for sale in any jurisdiction at the earliest possible time.;
Appears in 3 contracts
Sources: Stockholders Agreement (Primo Brands Corp), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Registration Statements. In connection with each registration statement that is demanded by Securityholders the Refinitiv Holders or the Bank Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof as soon as reasonably practicable, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Refinitiv Holders and the Bank Holders, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing (or confidential submission) of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith, if so requested), provide copies of such documents to the selling participating Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing (or confidential submission) thereof as the counsel to the Securityholders or the underwriter or the any underwriters may timely request; and make such of the representatives of the Company as shall be reasonably requested by the selling participating Securityholders or any underwriter underwriters available for discussion of such documents; and (2ii) within a reasonable time if requested by the participating Securityholders or the underwriter or underwriters of any underwritten offering, if applicable, or their respective counsel, prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and any underwriters; fairly consider such reasonable changes in to such document prior to or after the filing thereof as such counsel for such Securityholders or such underwriter shall timely request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each participating Securityholder promptly, and, if requested by such Securityholder, confirm such advice notice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities Registrable Securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriterthe underwriters, if any, and counsel for the participating Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply in all material respects with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 3 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Tradeweb Markets Inc.), Registration Rights Agreement (Tradeweb Markets Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the LGP Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the LGP Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 3 contracts
Sources: Stockholders Agreement (Mister Car Wash, Inc.), Stockholders Agreement (JOANN Inc.), Stockholders Agreement (JOANN Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders the Stockholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and and
(2) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) promptly notify each Securityholder Stockholder promptly, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority);
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and
(h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Performance Food Group Co), Registration Rights Agreement (Performance Food Group Co)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1a) (i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, ; (2ii) file amendments thereto as warranted, ; (3iii) seek the effectiveness thereof, ; and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Pearl and NGP, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide therewith),provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; and fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, : provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (xi) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (yii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, ; (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, ; (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, ; and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 2 contracts
Sources: Registration Rights Agreement (Infinity Natural Resources, Inc.), Registration Rights Agreement (Infinity Natural Resources, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the ZFSG Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the ZFSG Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(b) (1ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(div) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(ev) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;
Appears in 2 contracts
Sources: Stockholders Agreement (Ategrity Specialty Insurance Co Holdings), Stockholders Agreement (Ategrity Specialty Holdings LLC)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply(i) Promptly following the Closing Date but no later than forty-five (45) calendar days after the Closing Date (the “Filing Deadline”), the Company will:
(1) shall prepare and file with the SEC a registration statement on an appropriate form one Registration Statement covering the applicable resale of all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution, substantially in the form and substance, set forth in Part III of each Investor’s Selling Stockholder Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company will, (2A) file amendments thereto as warranted, at least three (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time Business Days prior to the anticipated filing of a Registration Statement or any registration statement, related Prospectus or any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or thereto (including any free writing prospectus (in each case including all exhibits filed therewithdocuments incorporated by reference therein), provide furnish to the Investors and their respective counsel copies of all such documents proposed to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; be filed and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter Investors available for discussion of such documents; and , (2B) within a use its reasonable time prior best efforts to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes address in each such document prior to being so filed with the SEC such comments as an Investor or after the filing thereof as its counsel for such Securityholders or such underwriter reasonably shall request; and make such propose within two (2) Business Days of the representatives of the Company as shall be reasonably requested by such counsel available for discussion receipt of such document;
copies by the Investors and (cC) use all reasonable efforts to cause each registration statement and the not file any Registration Statement or any related prospectus and Prospectus or any amendment or supplement theretothereto containing information regarding an Investor to which such Investor objects, unless such information is required to comply with any applicable law or regulation. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the fifth Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the effective date of aggregate amount paid pursuant to the Purchase Agreement by such registration statement, amendment or supplement and during the distribution of the registered Investor for such Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested then held by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when Investor for each 30-day period or pro rata for any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment portion thereof following the Filing Deadline for which no Registration Statement is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification filed with respect to the suspension Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the qualification Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect to any Warrant Shares prior to their issuance.
(ii) The Company shall take reasonable best efforts to register the Registrable Securities on Form S-3 following the date such form is available for sale in any jurisdiction or use by the initiation of any proceeding for Company, provided that if at such purposetime the Registration Statement is on Form S-1, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which Company shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending maintain the effectiveness of the Registration Statement then in effect until such time as a registration statement at Registration Statement on Form S-3 covering the earliest possible timeRegistrable Securities has been declared effective by the SEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Entasis Therapeutics Holdings Inc.), Securities Purchase Agreement (Innoviva, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;
Appears in 2 contracts
Sources: Registration Rights Agreement (Nielsen Holdings N.V.), Registration Rights Agreement (Nielsen Holdings B.V.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, (a) Each of Parent and the Company will:
(1) prepare shall cooperate and promptly prepare, and Parent shall file with the SEC SEC, as soon as practicable, a registration statement on an appropriate form covering Form S-4 (the applicable Registrable Securities“Form S-4”) under the Securities Act, (2) file amendments thereto as warranted, (3) seek with respect to the effectiveness thereof, and (4) file Parent Shares deliverable in connection with the SEC prospectuses Merger, a portion of such Form S-4 shall also serve as the proxy statement with respect to the Company Unitholder Meeting (the “Proxy Statement/Prospectus”). The respective parties will cause the Proxy Statement/Prospectus and prospectus supplements the Form S-4 to comply as may be required, to form in all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance material respects with the applicable plan provisions of distribution;the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use its reasonable best efforts to respond to comments from the SEC and to have the Form S-4 declared effective by the SEC as promptly as practicable. Each of Parent and the Company shall use its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S., state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Shares deliverable in connection with the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus, the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC.
(b) (1) within a The Company shall use its reasonable time prior best efforts to cause the filing of any registration statement, any prospectus, any amendment Proxy Statement/Prospectus to a registration statement, amendment or supplement be distributed to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or its Members holding Outstanding Company Common Units as promptly as practicable after the filing thereof as Form S-4 is declared effective under the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;Securities Act.
(c) use all reasonable efforts to cause each registration statement Each of Parent and the related prospectus Company shall ensure that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of distribution thereof and at the time of the Company Unitholder Meeting, or, in the case of information provided by it for inclusion in the Form S-4 or any amendment or supplement thereto, as of at the effective date of such registration statementtime it becomes effective, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) will not to contain any 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 therein, in light of the circumstances under which they were made, not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 2 contracts
Sources: Merger Agreement (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer), (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 2 contracts
Sources: Stockholders Agreement (StandardAero, Inc.), Stockholders Agreement (StandardAero, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement a Demand Holder or as to which piggyback rights otherwise apply, the Company Parent will:
(1) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the Shares covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Demand Holders or Other Sponsors, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(bB) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company Parent as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 2 contracts
Sources: Stockholders Agreement (Life Time Group Holdings, Inc.), Stockholders Agreement (Life Time Group Holdings, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, 8.2.1 Centerprise has filed the Company will:
(1) prepare and file Registration Statements with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. Centerprise shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Centerprise Common Stock. Centerprise and the closing of any sale of securities covered thereby pursuant Company shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by Centerprise and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company agrees promptly to advise Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company receives or the Company Subsidiaries becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion.
8.2.2 Centerprise agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, Centerprise has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel.
8.2.3 Centerprise will advise the Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending the effectiveness Company Centerprise will furnish to the Company a reasonable number of a registration statement at copies of the earliest possible timefinal prospectus associated with the IPO.
Appears in 2 contracts
Sources: Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerprise Advisors Inc)
Registration Statements. In connection with each registration statement that is demanded by Securityholders Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company willwill use commercially reasonable efforts to:
(1a) (i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof as soon as practicable, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone EQT (or if EQT does not have or no longer has securities included in such registration, the other Holders) and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptlyHolder as soon as reasonably practicable, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kodiak Gas Services, Inc.), Registration Rights Agreement (Kodiak Gas Services, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, 8.2.1 Centerprise has filed the Company will:
(1) prepare and file Registration Statements with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. Centerprise shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Centerprise Common Stock. Centerprise and the closing of any sale of securities covered thereby pursuant Company shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by Centerprise and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company agrees promptly to advise Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company receives or the Company Subsidiaries becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion.
8.2.2 Centerprise agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, Centerprise has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel.
8.2.3 Centerprise will advise the Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending the effectiveness Company, Centerprise will furnish to the Company a reasonable number of a registration statement at copies of the earliest possible timefinal prospectus associated with the IPO.
Appears in 2 contracts
Sources: Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerprise Advisors Inc)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Carlyle Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) (A) prepare and file (or confidentially submit) with the SEC a registration statement covering the applicable Shares, (B) prepare and file with the SEC a such amendments and supplements to such registration statement on and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an appropriate form covering underwritten public offering, such longer period as in the applicable Registrable Securitiesopinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (2) file amendments thereto as warranted, (3C) seek the effectiveness thereof, and (4D) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Carlyle Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution, and (E) make any analogous filings with the JFSC as may be required for the purposes of obtaining any Jersey Consents to facilitate the circulation of any prospectuses and prospectus supplements as may be required in accordance with this Section 4.3;
(bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Carlyle Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Carlyle Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Carlyle Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 2 contracts
Sources: Principal Stockholders Agreement (Atotech LTD), Principal Stockholders Agreement (Atotech LTD)
Registration Statements. In connection with each any registration statement that is demanded by Securityholders Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company willwill use commercially reasonable efforts to:
(1a) (i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof as soon as practicable, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Sheffield Group (or if the Sheffield Group does not have or no longer has securities included in such registration, the other Holders) and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptlyHolder as soon as reasonably practicable, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tamboran Resources Corp), Registration Rights Agreement (Tamboran Resources Corp)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under of the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;
Appears in 2 contracts
Sources: Registration Rights Agreement (BankUnited, Inc.), Registration Rights Agreement (BankUnited, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders the Blackstone Parties in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Shareholders or any underwriter available for discussion of such documents; and and
(2ii) if requested by the Shareholders, within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Shareholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Shareholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) promptly notify each Securityholder promptlyShareholder, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderShareholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Shareholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority);
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and
(h) provide and cause to be maintained (i) a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement and (ii) a depositary and a depositary nominee, if applicable, for any depositary receipts representing all shares covered by a registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Gates Industrial Corp PLC), Registration Rights Agreement (Gates Industrial Corp PLC)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement any Shareholder or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Shareholders or any underwriter available for discussion of such documents; and and
(2ii) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Shareholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Shareholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Shareholder promptly, its respective counsel and the managing underwriter or underwriters and, if requested by such SecurityholderShareholder, confirm such advice notification in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to any over-allotment option under any underwriting, placement or similar purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Shareholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority);
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and
(h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date no later than the effective date of such registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Liberty TripAdvisor Holdings, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the LGP Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the LGP Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(div) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(ev) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;
Appears in 1 contract
Registration Statements. In (a) Bancorp agrees to use its reasonable best efforts to prepare and file, as promptly as practicable, a Registration Statement on Form S-1 or other applicable form to be filed by Bancorp with the SEC and the Massachusetts Bank Commissioner in connection with each registration statement that is demanded by Securityholders the issuance of Bancorp Common Stock in accordance with this Agreement or as the Conversion (including the prospectus constituting a part thereof (the "CONVERSION PROSPECTUS") and all related documents). Bancorp also agrees to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate Form S-4 or other applicable form covering to be filed as soon as practicable (but in no event later than ten days following the applicable Registrable Securities, (2date on which the SEC declares the Registration Statement on Form S-1 effective) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file by Bancorp with the SEC prospectuses in connection with the issuance of Bancorp Common Stock in the Merger (including the proxy statement and prospectus supplements and other proxy solicitation materials of Chart constituting a part thereof (the "PROXY STATEMENT") and all related documents). Chart shall use its reasonable best efforts to prepare and furnish, as soon as practicable, such information relating to it and its directors, officers and stockholders as may be requiredreasonably required in connection with the above referenced documents based on its and its legal, all financial and accounting advisors' knowledge of and access to the information required for said documents, and Chart, and its legal, financial and accounting advisors, shall have the right to review in consultation advance each such Registration Statement prior to its filing. Chart agrees to cooperate with Blackstone Bancorp and Bancorp's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statements and the Proxy Statement. Each of Chart and Bancorp agrees to use its reasonable best efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Bancorp also agrees to use its reasonable best efforts to obtain approval from the Massachusetts Bank Commissioner and all necessary in order state securities law or "Blue Sky" permits and approvals required to permit carry out the offer and sale of transactions contemplated by this Agreement. Promptly after the such Registrable Registration Statement containing the Conversion Prospectus is declared effective under the Securities in accordance with Act, Bancorp shall mail at its expense the applicable plan of distribution;Conversion Prospectus to Bancorp Bank's eligible depositors. Promptly after the Registration Statement containing the Proxy Statement is declared effective under the Securities Act, Chart shall mail at its expense the Proxy Statement to its stockholders.
(b) (1) within a reasonable time prior to the filing Each of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Chart and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such Bancorp agrees that none of the representatives of the Company as shall be reasonably requested by the selling Securityholders information supplied or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated supplied by it for inclusion or incorporation by reference into a registration statement or a prospectusin (i) either Registration Statement shall, provide copies of such document to counsel for at the Securityholders time the Registration Statement and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the if any, becomes effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;; (ii) the Conversion Prospectus and any amendment or supplement thereto shall, at the date(s) of mailing to eligible depositors and at the time of the closing of the Conversion, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the time and in light of the circumstances under which such statement is made; and (iii) the Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to stockholders and at the time of Chart Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the time and in light of the circumstances under which such statement is made. Each of Chart and Bancorp further agrees that if such party shall become aware prior to the Effective Date of any information furnished by such party that would cause any of the statements in either Registration Statement, the Conversion Prospectus or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Registration Statement, the Conversion Prospectus or the Proxy Statement.
(ec) furnish counsel Bancorp agrees to advise Chart, promptly after Bancorp receives notice thereof, of the time when a Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Bancorp Common Stock for each underwriteroffering or sale in any jurisdiction, if anyof the initiation or, and to the extent Bancorp is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the Securityholders copies amendment or supplement of any correspondence with the SEC either Registration Statement or any state securities authority relating to the registration statement or prospectus;for additional information.
(fd) otherwise use all reasonable efforts Upon Bancorp's request, Chart will cause its independent certified public accountants to comply with all applicable rules prepare and regulations deliver to Bancorp's Conversion agent and/or underwriter a "comfort" letter, dated the effective date of the SECConversion Registration Statement and the Effective Date, including making available with respect to its security holders an earnings statement covering at least 12 months certain financial information regarding Chart, in form and substance which shall satisfy the provisions of Section 11(a) is customary in transactions of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain nature of the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeConversion.
Appears in 1 contract
Sources: Merger Agreement (Benjamin Franklin Bancorp, M.H.C.)
Registration Statements. In connection with the preparation and filing of each registration statement that is demanded by Securityholders in accordance with under the Securities Act pursuant to this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will:
shall (1i) prepare give each Selling Holder and file with its representatives (designated to the SEC Company in writing and who execute a registration statement on confidentiality agreement as described below) (each, an appropriate form covering the applicable Registrable Securities, (2“Inspector”) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of each Selling Holder or group of Selling Holders holding at least 25% of the shares of Registrable Common Stock registered under such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectusthe underwriters, any amendment to if any, and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of all underwriters and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of Selling Holders holding a majority of the shares of Registrable Common Stock covered by such registration statement, amendment or supplement the reasonable opportunity to a prospectus or any free writing prospectus (participate in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement and during thereto, including, without limitation, the distribution opportunity to review, comment or object to any information pertaining solely to such Selling Holder that is contained in drafts of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required documents proposed to be stated therein or necessary to filed, including exhibits (and the Company will make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if corrections reasonably requested by such Securityholder, confirm Selling Holder with respect to such advice in writing, (i) when a registration statement has become effective and when information prior to filing any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective amendment) (ii) upon filing pursuant reasonable advance notice to Rule 462 under the Company, give each Inspector such reasonable access to all financial and other records, corporate documents and properties of the Company and its subsidiaries, as shall be necessary, in the reasonable opinion of such Selling Holders’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act, and (iii) upon reasonable advance notice to the Company, provide each Inspector reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such Selling Holders’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act, provided, however, that with respect to (i), (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, and (iii) ifabove, between the effective date all persons conducting due diligence on behalf of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect Selling Holders shall cooperate to the suspension of the qualification of the Registrable Securities for sale in extent reasonably practicable to minimize any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating disruption to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations Company’s operation of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timebusiness.
Appears in 1 contract
Sources: Registration Rights Agreement (Winn Dixie Stores Inc)
Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will:
(1i) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2i) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) promptly furnish to counsel for each underwriter, if any, and for the Securityholders respective Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time.
Appears in 1 contract
Sources: Merger Agreement (Fusion Telecommunications International Inc)
Registration Statements. In connection with each shelf registration statement or registration statement that is demanded by Securityholders in accordance with this Agreement the Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1a) (i) as promptly as practicable prepare and file with the SEC Commission a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) use its commercially reasonable efforts to seek the effectiveness thereof, and (4iv) file with the SEC Commission prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and and, with reasonable prior notice to the Company, make such of the applicable representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; (ii) as applicable during any underwritten offering and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusprospectus relating to such underwritten offering, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the applicable representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, in accordance with Section 7.1, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities ActAct (or any similar provision then in force), (ii) of the issuance by the SEC Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC Commission or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all its commercially reasonable efforts to otherwise comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Registration Rights Agreement (Beasley Broadcast Group Inc)
Registration Statements. In connection with (a) Promptly following each registration statement that is demanded by Securityholders in accordance with this Agreement or Closing Date, as to which piggyback rights otherwise applyapplicable, but no later than ninety (90) calendar days following each Closing Date (the “Filing Deadline”), the Company will:
(1) shall prepare and file file, or cause to be prepared and filed, with the SEC a registration statement on an appropriate form Registration Statement covering the resale of all of the Registrable Securities sold as of the applicable Registrable SecuritiesClosing Date. Such Registration Statement shall include the plan of distribution substantially in form and substance to be agreed between the Company and the Investor, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements subject only to such deviations as may be required, all in consultation with Blackstone and as reasonably necessary in order required pursuant to permit comments issued to the offer and sale Company by the staff of the SEC. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such Registrable Securities in accordance indeterminate number of additional Ordinary Shares resulting from share splits or sub-divisions, share dividends or similar transactions with respect to the applicable plan of distribution;
Shares. The Company will, (bA) at least seven (17) within a reasonable time Business Days prior to the anticipated filing of a Registration Statement or any registration statement, related Prospectus or any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or thereto (including any free writing prospectus (in each case including all exhibits filed therewithdocuments incorporated by reference therein), provide furnish to the Investor and its counsel copies of all such documents proposed to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; be filed and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter Investor available for discussion of such documents; and , (2B) within a use its reasonable time prior best efforts to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes address in each such document prior to being so filed with the SEC such comments as the Investor or after the filing thereof as its counsel for such Securityholders or such underwriter shall request; and make such reasonably propose within five (5) Business Days of the representatives of the Company as shall be reasonably requested by such counsel available for discussion receipt of such document;
copies by the Investor and (cC) use all reasonable efforts to cause each registration statement and the not file any Registration Statement or related prospectus and Prospectus or any amendment or supplement theretothereto containing information regarding the Investor to which Investor reasonably objects, as unless such information is required to comply with any applicable law or regulation.
(b) The Registration Statement contemplated by Section 2.1(a) hereof shall be on Form F-3 or S-3, provided that if at such time Form F-3 or S-3 is not available for the registration of the effective date resale of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptlyhereunder, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, shall (A) register the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification resale of the Registrable Securities for sale in any jurisdiction or on another appropriate form reasonably acceptable to the initiation of any proceeding for such purpose, Investor and (ivii) undertake to register the resale of the happening of any event during the period a registration statement Registrable Securities on Form F-3 or S-3 promptly after such form is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeavailable.
Appears in 1 contract
Sources: Registration Rights Agreement (Autolus Therapeutics PLC)
Registration Statements. (a) In connection with each the event of a registration statement that is demanded by Securityholders in accordance with this Agreement or as pursuant to which piggyback rights otherwise applythe provisions of Section 2, the Company will:
(1) prepare and file with shall furnish to the SEC a Investor prior to filing any registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, or amendment or supplement thereto a copy of same and shall furnish to a prospectus or any free writing prospectus the Investor such number of copies of the registration statement and of each amendment and supplement thereto (in each case case, upon request, including all exhibits filed therewithexhibits), provide such reasonable number of copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes each prospectus contained in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any each supplement or amendment or supplement theretothereto (including each preliminary prospectus), as all of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) which shall conform to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder, and such other documents, as the Investor may reasonably request to facilitate the disposition of the Registrable Securities included in such registration.
(b) The Company shall notify the Investor promptly when any such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(c) At any time when a prospectus included in a registration statement covering Registrable Securities is required to be delivered under the Securities Act in connection with a sale, the Company shall notify the Investor of the happening of any event a result of which would cause such prospectus to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and (y) at the reasonable request of the Investor promptly prepare, file with the Commission, use its best efforts to have declared effective, and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not to contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in the light of the circumstances under which they were made, or file such documents and reports under the Exchange Act that are incorporated by reference after the initial filing of the registration statement as may be necessary to accomplish the foregoing.
(d) notify each Securityholder promptly, and, if requested The Investor shall not effect sales of shares covered by such Securityholder, confirm such advice in writing, (i) when a any registration statement has become effective and when any post-effective amendments and supplements thereto become effective if pursuant to such registration statement during a Blackout Period or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act(until further notice) after receipt of telegraphic, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction facsimile or other order written notice from the Company to suspend sales to permit the Company to correct or requirement suspending the effectiveness of update a registration statement or prospectus.
(e) The person seeking to include Registrable Securities under this Agreement in any registration shall furnish to the initiation Company such information regarding such person and the distribution proposed by such person as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in Section 2.
(f) Prior to any public offering of any proceedings for that purpose, (iii) if, between the effective date of Registrable Securities under a registration statement and declared effective by the closing of any sale of securities covered thereby pursuant to any agreement to which Commission, the Company is a party, shall use its commercially reasonable efforts to register or qualify or cooperate with the representations Investor in connection with the registration or qualification of such Registrable Securities for offer and warranties sale under the securities or blue sky laws of such jurisdictions within the Company contained United States requested by the Investor and do any and all other reasonable acts or things necessary or advisable to enable the distribution in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification jurisdictions of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to covered by the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); andstatement.
(g) use The Company shall cause all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of Registrable Securities covered by a registration statement at to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the earliest possible timeCompany are then listed or traded.
Appears in 1 contract
Sources: Registration Rights Agreement (Refinery Science Corp)
Registration Statements. In connection with each shelf registration statement or registration statement that is demanded by Securityholders in accordance with this Agreement the Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC Commission a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) use its commercially reasonable efforts to seek the effectiveness thereof, and (4iv) file with the SEC Commission prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and and, with reasonable prior notice to the Company, make such of the applicable representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; (ii) as applicable during any underwritten offering and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusprospectus relating to such underwritten offering, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and (iii) make such of the applicable representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC Commission or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all its commercially reasonable efforts to otherwise comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply(A) After the Closing Date, the Company will:
(1) prepare and Parent shall file with the SEC a registration statement on Form S-3 (the "Registration Statement") with respect to an appropriate form covering aggregate of 300,000 of the applicable Registrable Securitiesshares of Parent Common Stock received in the Merger by the Shareholders, representing 187,500 and 112,500 shares of Parent Common Stock, respectively, being issued by Parent to Lynn ▇▇▇▇▇▇▇▇ ▇▇▇ Davi▇ ▇▇▇▇▇▇▇▇. ▇▇rent shall use best efforts: (2a) file amendments thereto as warranted, (3) seek to cause the effectiveness thereof, Registration Statement to be declared effective by the SEC on or before the date 90 days after the Closing Date; and (4b) to cause the Registration Statement to remain effective until the earlier of (i) the first anniversary of the Closing Date, or (ii) the date on which the distribution described in the Registration Statement is completed.
(B) Parent shall (at its own expense):
(I) prepare and file with the SEC prospectuses such amendments to the Registration Statement, and prospectus such supplements to the related prospectus, as may be required, all in consultation with Blackstone and as reasonably necessary required in order to permit the offer and sale of the such Registrable Securities in accordance comply with the applicable plan provisions of distributionthe Securities Act;
(bII) (1) within a reasonable time prior furnish to the filing Shareholders such numbers of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to copies of a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents conforming to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including as they may reasonably request in order to facilitate the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement disposition 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;shares covered by the Registration Statement; and
(dIII) notify each Securityholder promptly, and, if requested use reasonable efforts to register and qualify the shares covered by the Registration Statement under the securities laws of the state of Colorado.
(C) No Shareholder shall sell any Parent Common Stock pursuant to the Registration Statement unless such Securityholder, confirm such advice Shareholder shall have notified Parent in writing, not less than seven nor more than 21 days prior to the sale of such shares, of such Shareholder's intention to sell such shares.
(iD) when a registration statement has become effective Notwithstanding anything to the contrary contained herein, all of Parent's obligations under this Section 7.1 (including its obligation to file and when maintain the effectiveness of the Registration Statement) shall terminate and expire as of the earliest date on which any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing shares of Parent Common Stock issued in the Merger can be sold pursuant to Rule 462 144 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Merger Agreement (Caere Corp)
Registration Statements. In connection with each registration statement On or prior to such date that is demanded by Securityholders in accordance with thirty (30) days following the date on which the Required Holders provide written notice to the Company of its request to file a Registration Statement on Form S-3 pursuant to this Agreement or as to which piggyback rights otherwise applySection 2.1(a) (the “Filing Deadline”), the Company will:
(1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A and substantially the “Selling Stockholder” section in the form of Annex B, in each case, which may be modified to respond to comments, if any, provided by the SEC. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to the effectiveness thereoffiling such amendment or New Registration Statement, and (4) file the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Manual of distribution;
(b) (1) within Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a reasonable time prior limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the filing number of any registration statementRegistrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, any prospectus, any amendment subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Minerva Surgical Inc)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the JCF Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the JCF Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(b) (1ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(div) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(ev) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;
Appears in 1 contract
Sources: Stockholders Agreement (Jefferson Capital, Inc. / DE)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyany Registration Statement, the Company will:
(1a) (i) prepare and file with the SEC a registration statement on an appropriate form Commission the Registration Statement covering the applicable Registrable SecuritiesSecurities pursuant to Section 2.1 of this Agreement, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements Commission such Prospectuses as may be required, all in consultation with Blackstone the Buyers (or their respective representatives) and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectusProspectus, any amendment to a registration statementany Registration Statement, any amendment or supplement to a prospectus Prospectus or any issuer free writing prospectus (in each case including all exhibits filed therewith)covering Registrable Securities, provide copies of such documents to the selling Securityholders Buyers (or their respective representatives) and to the underwriter or underwriters of an underwritten offeringits counsel, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters each Buyer may request; , and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter each Buyer available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all its commercially reasonable efforts to cause each registration statement any Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Buyer promptly, and, if requested by such Securityholdereach Buyer, confirm such advice in writing, (i) when a registration statement any Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC Commission or any U.S. state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement any Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement any Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement any Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that each Buyer, upon receiving written notice of an event described in clauses (ii) to (iv) of this Section 3.1(d), shall discontinue (and direct any other person making offers and sales of Registrable Securities on its behalf to discontinue) offers and sales of Registrable Securities pursuant to any Registration Statement (other than those pursuant to a plan in effect prior to such event and that complies with Rule 10b5-1 under the Exchange Act) until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed and is furnished with an amended or supplemented Prospectus;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Buyer with copies of any written correspondence with the SEC Commission or any state securities authority relating to the registration statement Registration Statement or prospectusProspectus;
(f) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Common Stock and the Conversion Shares into which the Purchased Notes are convertible are then so qualified or listed if so requested by each Buyer;
(g) otherwise use all its commercially reasonable efforts to comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(gh) use all its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement any Registration Statement at the earliest possible time.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with (i) As promptly as practicable following the date of this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will:
(1) shall prepare and file the Rights Offering Registration Statement.
(ii) The Rights Offering Registration Statement filed with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as Commission shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply consistent in all material respects with the requirements last forms of such documents provided to the Investor and its counsel to review prior to the filing thereof. The Company shall: (x) provide the Investor with a reasonable opportunity to review any SEC Transaction Document that is amended after the date hereof prior to its filing with the Commission and shall duly consider in good faith any comments of the Investor and its counsel; (y) advise the Investor promptly of the time when the Rights Offering Registration Statement has been filed and when the Rights Offering Registration Statement has become effective or any Rights Offering Prospectus or Rights Offering Prospectus supplement has been filed and shall furnish the Investor with copies thereof; and (z) advise the Investor promptly after it receives notice of any comments or inquiries by the Commission (and furnish the Investor with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide the Investor with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document before any filing with the Commission, and to duly consider in good faith any comments of the Investor and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal.
(iii) The Company shall use its reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after it is filed with the Commission. The Company shall take all action as may be necessary or advisable so that the Rights Offering and the issuance and sale of the Unsubscribed Shares, and the other transactions contemplated by this Agreement, may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” laws.
(including iv) If at any time prior to the rules and regulations promulgated thereunder) and (y) not to contain Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to it shall be stated therein or necessary to make amend or supplement the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts Investment Decision Package to comply with all applicable rules and regulations of law, the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy Company will promptly notify the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal Investor of any order suspending such event and prepare an amendment or supplement to the effectiveness of a registration Investor Decision Package that is reasonably acceptable in form and substance to the Investor that will correct such statement at the earliest possible timeor omission or effect such compliance.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders (a) As soon as reasonably practicable, but in accordance with this Agreement or as to which piggyback rights otherwise applyno event later than sixty (60) days after the Closing Date (the “Filing Date”), the Company will:
(1) shall prepare and file a registration statement (the “Registration Statement”) covering the resale on a continuous or delayed basis by the Holders of all of the Registrable Securities issued in connection with the Closing with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order pursuant to permit the offer and sale Rule 415 of the Securities Act and shall use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act not later than 90 days after the earlier of (i) the initial filing of such Registrable Securities Registration Statement or (ii) the Filing Date or, in accordance with the applicable plan event of distribution;a review by the SEC, not later than 120 days after the earlier of (i) the initial filing of such Registration Statement or (ii) the Filing Date (the “Required Effectiveness Date”).
(b) The Company’s shareholders (1other than the Holders and the Additional Financing Purchasers) within a reasonable time prior shall not have the right to the filing of include any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of Company’s securities in the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;Registration Statement.
(c) use all reasonable efforts to The Company agrees that it shall cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Registration Statement or such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities supplement, (xi) to comply in all material respects with the applicable requirements of the Securities Act (including the rules and regulations promulgated thereunder) Act, and (yii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant Company agrees to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect furnish to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence supplement or amendment upon the request of such Holder prior to its being used or promptly following its filing with the SEC or any state securities authority relating SEC; provided, however that the Company shall have no obligation to deliver to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal Holders copies of any order suspending amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the effectiveness of a registration statement at the earliest possible timeCompany’s website.
Appears in 1 contract
Registration Statements. In connection with each registration statement Registration Statement that is demanded by Securityholders in accordance with this Agreement the Lead Investor or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form Registration Statement covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof and cause such Registration Statement to remain effective for a minimum of two years or such longer period as required by the Lead Investor, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Equityholders and as reasonably necessary in order to keep such Registration Statement effective for such period of time referred to in clause (iii) above and to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distributiondistribution and the Securities Act;
(b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Equityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Equityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Equityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Equityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Equityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Equityholder promptly, and, if requested by such SecurityholderEquityholder, confirm such advice in writing, (i) when a registration statement Registration Statement has been filed and when the same has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC for amendments or supplements to the Registration, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iiiiv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or overt threat of any proceeding for such purpose; (v) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing and at the request of any Equityholder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Equityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to prevent the issuance, or obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time;
(h) use all reasonable efforts to take or cause to be taken all other actions, and do and cause to be done all other things necessary or reasonably advisable in the opinion of Equityholders’ counsel to effect the registration of such Registrable Securities contemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (SeaWorld Entertainment, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement pursuant to Section 2.1 or Section 2.2 or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC Commission a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) use its commercially reasonable efforts to seek the effectiveness thereof, and (4iv) file with the SEC Commission prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the Holders, the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and and, with reasonable prior notice to the Company, make such of the applicable representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; (ii) as applicable during any underwritten offering and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusprospectus relating to such underwritten offering, provide copies of such document to the Holders, counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as the Holders, counsel for such Securityholders the Holders or such underwriter shall request; and (iii) make such of the applicable representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder the Holders promptly, and, if requested by such Securityholderthe Holders, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC Commission or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all its commercially reasonable efforts to otherwise comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Registration Statements. In connection with the Company’s obligations pursuant to Section 2 (including its obligation to file the Shelf Registration Statement and each other registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applywould cover the Registrable Securities), the Company will:
(1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone 313 and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders 313 (for so long that it is still a Securityholder) and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof thereof, as counsel for such Securityholders 313 or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such documentdocument upon the reasonable request of 313;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the related registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as (a) Zions agrees to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate Form S-4 or other applicable form covering (the applicable Registrable Securities, (2"Registration Statement") file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file to be filed by Zions with the SEC prospectuses in connection with the issuance of Zions Common Stock in the Merger (including the proxy statement and prospectus supplements as may be required, and other proxy solicitation materials of Company constituting a part thereof (the "Proxy Statement") and all in consultation with Blackstone and as reasonably necessary in order related documents). Company agrees to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicablecooperate, and to their respective counsel; fairly consider such reasonable changes cause its Subsidiaries to cooperate, with Zions, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement. Company agrees to file the Proxy Statement in preliminary form with the SEC as soon as reasonably practicable, and Zions agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any such documents prior to or after the filing thereof as the counsel SEC comments with respect to the Securityholders or the underwriter or the underwriters may request; preliminary Proxy Statement are resolved. Each of Company and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior Zions agrees to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Zions also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to furnish to Zions all information concerning Company, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.
(b) Each of Company and Zions agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each registration statement and the related prospectus and any amendment or supplement thereto, as of the if any, becomes effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make 32 the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Company and Zions further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, promptly to inform the other party thereof and to take the necessary steps to correct the Proxy Statement.
(ec) furnish counsel Zions agrees to advise Company, promptly after Zions receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Zions Common Stock for each underwriteroffering or sale in any jurisdiction, if anyof the initiation or threat of any proceeding for any such purpose, and or of any request by the SEC for the Securityholders copies amendment or supplement of any correspondence the Registration Statement or for additional information.
(d) Zions agrees to provide such reasonable cooperation as is required to facilitate the filing and effectiveness of Company's registration statement on Form S-3 with the SEC or any state securities authority relating regard to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations offering by Company of shares of Company Common Stock upon conversion of the SEC, including making available Debentures. The parties understand that such cooperation is expected to its security holders an earnings statement covering take the form of review and approval of language regarding Zions and the plan to be included in such filing. Zions agrees to take other actions reasonably necessary in cooperation with Company to cause the record date for stockholders entitled to vote at least 12 months which shall satisfy the provisions Company Meeting to occur after the date of Section 11(a) conversion of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeDebentures.
Appears in 1 contract
Sources: Merger Agreement (Fp Bancorp Inc)
Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will:
(1a) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders respective Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Imperium and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Registration Rights Agreement (SilverSun Technologies, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file pre- and post-effective amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;
Appears in 1 contract
Sources: Registration Rights Agreement (Vista Proppants & Logistics Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Carlyle Shareholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Carlyle Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(bii) (1) within 1)within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Carlyle Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Carlyle Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Carlyle Shareholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Principal Shareholders Agreement (Ortho Clinical Diagnostics Holdings PLC)
Registration Statements. In connection with each registration statement that is demanded by Securityholders Promptly following the Closing Date (as defined in accordance with this Agreement or as to which piggyback rights otherwise applythe Purchase Agreement) but in any case no later than thirty (30) days from the Closing Date (the “Filing Deadline”), the Company will:
(1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of the resale of the Registrable Securities), subject to the provisions of Section 2.1(f), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate form covering a continuous basis pursuant to Rule 415 under the applicable Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (2the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments thereto to the Shelf Registration Statement as warrantedrequired by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), (3) seek in either case covering the effectiveness thereofmaximum number of Registrable Securities permitted to be registered by the SEC, and (4) file on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the filing of such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit for the offer and sale registration of the such resale of all of the Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of distribution;
(b) (1) within a reasonable time prior this Agreement, and subject to the filing payment of any registration statementLiquidated Damages that may be required to be paid pursuant to Section 2.1(c), if any prospectusSEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, any amendment unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless required by the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requires that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Cullinan Therapeutics, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders the Demanding Stockholders, in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, thereof and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) i. within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or the use or filing of any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes to any such documents prior to or after the filing thereof as counsel to the selling Stockholders or to the underwriter or the underwriters, if any, may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Stockholders or any underwriter available for discussion of such documents; and
ii. within a reasonable time prior to the use or filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to the selling Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for to such Securityholders Stockholders or to such underwriter or underwriters, if any, shall request; and make such of the representatives of the Company as shall may be reasonably requested by such counsel the selling Stockholders or any underwriter available for discussion of such document;
(c) use all reasonable best efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (xi) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (yii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) promptly notify each Securityholder promptlyselling Stockholder, its respective counsel (if applicable) and the sole underwriter or managing underwriter, if any, promptly and, if requested by such SecurityholderStockholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been used or filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement, related prospectus or free writing prospectus or for additional information (including any comments from the SEC), (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders selling Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any prospectus or, if any such order is issued, to obtain the withdrawal of any order suspending the effectiveness of a registration statement or prospectus at the earliest possible time; and
(h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applythe lead Underwriter, the Company will:
(1) prepare and CenterPoint shall file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements soon as may be required, all in consultation with Blackstone and as is reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or practicable after the filing thereof as date hereof the counsel to the Securityholders or the underwriter or the underwriters may request; Registration Statements and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by of CenterPoint Common Stock. CenterPoint, the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Company and the closing of any sale of securities covered thereby pursuant Stockholders shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by CenterPoint and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company and the Stockholders agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering of the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company receives Subsidiaries or the Stockholders becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion."
8.2.2 CenterPoint agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, CenterPoint has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. CenterPoint will advise each Stockholder Representative of the effectiveness of the Registration Statements, advise each Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending Stockholder, CenterPoint will furnish to such Stockholder a reasonable number of copies of the effectiveness of a registration statement at final prospectus associated with the earliest possible timeIPO.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders Blackstone or Navigation in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone or Navigation, as the case may be, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) promptly notify each Securityholder promptlySecurityholder, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such Securityholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, (ii) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (iiiii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iv) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiv) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any underwriting, placement or purchase agreement to which the Company is a party or, if earlier, the expiration of any over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivvi) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Registration Rights Agreement (Exeter Finance Corp)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise apply[ ]1 (the “Filing Deadline”), the Company will:
(1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A and substantially the “Selling Stockholder” section in the form of Annex B, in each case, which may be modified to respond to comments, if any, provided by the SEC. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to the effectiveness thereoffiling such amendment or New Registration Statement, and (4) file the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Manual of distribution;
(b) (1) within Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a reasonable time prior limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the filing number of any registration statementRegistrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, any prospectus, any amendment subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority in general, 1 To be 30 days following the date of any stop orderthis Agreement. one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, injunction or other order or requirement suspending the effectiveness of a registration statement as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyThe parties shall cooperate and promptly prepare, the Company will:
(1) prepare and Parent shall file with the SEC as soon as practicable a registration statement on an appropriate form covering Form S-4 (the applicable Registrable Securities"Form S-4") under the Securities Act, (2) file amendments thereto with respect to the shares of Parent Common Stock issuable in the Parent Merger and the shares of Parent Common Stock and the Depositary Shares issuable in the Alternative Merger, a portion of which Form S-4 shall also serve as warranted, (3) seek the effectiveness thereof, and (4) file joint proxy statement with respect to the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale meetings of the such Registrable Securities stockholders of each of Parent and the Company in accordance connection with this Agreement and the applicable plan of distribution;
(b) (1) within transactions contemplated hereby and a reasonable time prior prospectus with respect to the filing shares of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents Parent Common Stock and Depositary Shares issuable pursuant to the selling Securityholders and to transactions contemplated hereby (the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after "Joint Proxy Statement/Prospectus"). The parties will cause the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement Joint Proxy Statement/Prospectus and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) Form S-4 to comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act. The parties agree to use reasonable best efforts and shall cooperate to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Applicable Transaction and Parent shall use reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or approvals required in connection with the issuance of shares of Parent Common Stock and Depositary Shares pursuant to the transactions contemplated hereby (including provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). Each of Parent and the rules Company agrees that the information provided by it for inclusion in the Form S-4 and regulations promulgated thereunder) the Joint Proxy Statement/Prospectus and (y) each amendment or supplement thereto, at the time of mailing thereof to stockholders, at the time of the respective meetings of the stockholders of the parties, and at the time it is filed or becomes effective, will not to contain any 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 therein, in light of the circumstances under which they were made, not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) . Each party will advise the other promptly after it receives notice thereof of the time when a registration statement the Form S-4 has or is to become effective and or when any post-effective amendments and supplements thereto become effective if such registration statement supplement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Acthas been filed, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending any request by the effectiveness SEC for amendment of a registration statement the Joint Proxy Statement/Prospectus or the initiation of Form S-4. The parties will provide each other with reasonable opportunity to review and comment on any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects amendments or if the Company receives any notification with respect supplements to the suspension of Form S-4 and/or the qualification of Joint Proxy Statement/Prospectus prior to filing such amendments or supplements with the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purposeSEC, and (iv) further agree that each party will be provided with such number of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence all filings made with the SEC as such party or any state securities authority relating to the registration statement or prospectus;
Parent (fif applicable) otherwise use all reasonable efforts to comply with all applicable rules and regulations shall reasonably request. No filings of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy Form S-4 or the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder Joint Proxy Statement/Prospectus (or any similar provision then in forceamendments or supplements to either of them) shall be made without the approval of both parties (which consent shall not be unreasonably withheld); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Merger Agreement (Zilkha Michael)
Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will:
(1a) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2i) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) promptly furnish to counsel for each underwriter, if any, and for the Securityholders respective Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time.
Appears in 1 contract
Sources: Registration Rights Agreement (Fusion Connect, Inc.)
Registration Statements. (a) In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the obligations of the Company willunder Articles II and III in respect of any Directed Offering of Company Securities registered under the Securities Act the Company hereby agrees to:
(1i) prepare and file with the SEC Commission, a registration statement with respect to the Company Securities on an appropriate any form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as which may be required, all in consultation with Blackstone utilized by the Company and as reasonably necessary in order to which shall permit the offer and sale disposition of the such Registrable Company Securities in accordance with the applicable plan terms of distributionthe Directed Offering and use its reasonable best efforts to cause such registration statement to become effective as directed by Iridium;
(bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to maintain the effectiveness of such registration statement for the period required for the disposition of the Company Securities in accordance with the terms of the Directed Offering and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Company Securities covered by such registration statement;
(1iii) within for a reasonable time period prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during throughout the distribution period required for the disposition of the registered Registrable Company Securities (x) to comply in all material respects accordance with the requirements terms of the Directed Offering, and upon reasonable notice, make available for inspection by Iridium, any underwriter participating in any distribution pursuant to the registration statement, and any attorney or accountant designated by Iridium, at a reasonable time and in a reasonable manner, financial and other information and books and records of the Company, and cause the officers, directors and employees of the Company to respond to such inquiries and supply information reasonably requested by Iridium and any such underwriter, attorney or accountant in the course of conducting a reasonable investigation within the meaning of Section 11 of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingAct;
(div) promptly notify each Securityholder promptlyIridium, andand the managing underwriter or underwriters, if requested by such Securityholderany, thereof and confirm such advice in writing, (iA) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or supplement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Acthas been declared or becomes effective, (iiB) of the issuance by the SEC or any state securities authority Commission of any stop order, injunction or other order or requirement suspending the effectiveness of a such registration statement or the initiation or threatening of any proceedings for that purpose, (iiiC) if, between of the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which receipt by the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Company Securities for sale Offered in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and or (ivD) of the happening of any event during the period a such registration statement is effective as a result of which makes any statement made in such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state in any material fact required to be stated therein respect or necessary which requires the making of any changes in such registration statement or prospectus in order to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(gvi) use all its reasonable best efforts to obtain promptly the withdrawal of any order suspending the effectiveness of a such registration statement at or any post-effective amendment thereto;
(vii) provide copies of any prospectus, any amendment to the earliest possible timeregistration statement or amendment or supplement to any prospectus or any document which is to be incorporated by reference into such registration statement or any prospectus after initial filing of such registration statement, a reasonable time prior to the filing of any such prospectus, amendment, supplement or document, to Iridium and the underwriters, if any, and make the representatives of the Company available to Iridium and the underwriters, if any, for discussion of any such document;
(viii) use its reasonable best efforts to (A) register or qualify the Company Securities to be included in such registration statement under such Securities laws or blue sky laws of such jurisdictions as Iridium and each placement or sales agent, if any, therefor and each underwriter, if any, thereof shall reasonably request in writing on a timely basis, (B) take any and all other actions as may be reasonably necessary or advisable to enable each such holder, agent, if any, and each underwriter, if any, to consummate the disposition in such jurisdictions of the Company Securities; and
(ix) use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, in the U.S. or Bermuda which may be required to effect the registration or the offering or sale in connection therewith of the Company Securities;
(b) Iridium hereby agrees to provide the Company with all assistance reasonably necessary for the Company to comply with its obligations under Section 3.04(a).
Appears in 1 contract
Sources: Share Issuance Agreement (Iridium World Communications LTD)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Registration Rights Agreement (Patriot National, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyThe parties shall cooperate and promptly prepare, the Company will:
(1) prepare and Parent shall file with the SEC as soon as practicable a registration statement on an appropriate form covering Form S-4 (the applicable Registrable Securities"Form S-4") under the Securities Act, (2) file amendments thereto with respect to the shares of Parent Common Stock issuable in the Parent Merger and the shares of Parent Common Stock and the Depositary Shares issuable in the Alternative Merger, a portion of which Form S-4 shall also serve as warranted, (3) seek the effectiveness thereof, and (4) file joint proxy statement with respect to the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale meetings of the such Registrable Securities stockholders of each of Parent and the Company in accordance connection with this Agreement and the applicable plan of distribution;
(b) (1) within transactions contemplated hereby and a reasonable time prior prospectus with respect to the filing shares of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents Parent Common Stock and Depositary Shares issuable pursuant to the selling Securityholders and to transactions contemplated hereby (the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after "Joint Proxy A-39 41 Statement/Prospectus"). The parties will cause the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement Joint Proxy Statement/Prospectus and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) Form S-4 to comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act. The parties agree to use reasonable best efforts and shall cooperate to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Applicable Transaction and Parent shall use reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or approvals required in connection with the issuance of shares of Parent Common Stock and Depositary Shares pursuant to the transactions contemplated hereby (including provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). Each of Parent and the rules Company agrees that the information provided by it for inclusion in the Form S-4 and regulations promulgated thereunder) the Joint Proxy Statement/Prospectus and (y) each amendment or supplement thereto, at the time of mailing thereof to stockholders, at the time of the respective meetings of the stockholders of the parties, and at the time it is filed or becomes effective, will not to contain any 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 therein, in light of the circumstances under which they were made, not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) . Each party will advise the other promptly after it receives notice thereof of the time when a registration statement the Form S-4 has or is to become effective and or when any post-effective amendments and supplements thereto become effective if such registration statement supplement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Acthas been filed, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending any request by the effectiveness SEC for amendment of a registration statement the Joint Proxy Statement/Prospectus or the initiation of Form S-4. The parties will provide each other with reasonable opportunity to review and comment on any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects amendments or if the Company receives any notification with respect supplements to the suspension of Form S-4 and/or the qualification of Joint Proxy Statement/Prospectus prior to filing such amendments or supplements with the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purposeSEC, and (iv) further agree that each party will be provided with such number of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence all filings made with the SEC as such party or any state securities authority relating to the registration statement or prospectus;
Parent (fif applicable) otherwise use all reasonable efforts to comply with all applicable rules and regulations shall reasonably request. No filings of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy Form S-4 or the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder Joint Proxy Statement/Prospectus (or any similar provision then in forceamendments or supplements to either of them) shall be made without the approval of both parties (which consent shall not be unreasonably withheld); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded VIII.2.1 Subject to the reasonable discretion of CenterPoint as advised by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applythe lead Underwriter, the Company will:
(1) prepare and CenterPoint shall file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements soon as may be required, all in consultation with Blackstone and as is reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or practicable after the filing thereof as date hereof the counsel to the Securityholders or the underwriter or the underwriters may request; Registration Statements and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make securities laws in connection with the statements therein not misleading;
(d) notify issuance of CenterPoint Common Stock. CenterPoint, each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Companies and the closing of any sale of securities covered thereby pursuant Stockholders shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which the Company is a party, the representations be provided by CenterPoint and warranties each of the Company contained Companies, respectively, for use in such agreement cease to the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Each of the Companies and the Stockholders agrees promptly to advise CenterPoint if at any time during the Company receives any notification with respect period in which a prospectus relating to the suspension offering of the qualification Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning each of the Registrable Securities for sale Companies, or the Stockholders becomes incorrect or incomplete in any jurisdiction material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion.
VIII.2.2 CenterPoint agrees that it will provide to the Companies and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Companies and their counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Companies' counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Companies or their counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Companies' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Companies and their counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Companies' counsel; provided, that, CenterPoint has provided to the Companies or their counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Companies' counsel.
VIII.2.3 CenterPoint will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending Stockholder, Cornerstone will furnish to such Stockholder a reasonable number of copies of the effectiveness of a registration statement at final prospectus associated with the earliest possible timeIPO.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applyten (10) Business Days following the Closing Date (the “Filing Deadline”), the Company will:
(1) shall use commercially reasonable efforts to prepare and file with the SEC a registration statement Registration Statement on an appropriate form covering Form S-3, subject to the applicable Registrable Securitiesprovisions of Section 2.1(c), (2) file amendments thereto as warranted, (3) seek for the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale resale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior pursuant to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is offering to be incorporated by reference into made on a registration statement or a prospectus, provide copies of such document continuous basis pursuant to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of Rule 415 under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement “Shelf Registration Statement”). Such Shelf Registration Statement shall include the aggregate amount of a material fact or omit to state a material fact required Registrable Securities to be stated registered therein or necessary and shall contain (except if otherwise required pursuant to make written comments received from the statements therein not misleading;
SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (d) notify each Securityholder promptly, andwhich may be modified to respond to comments, if requested any, provided by such Securityholderthe SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, confirm such advice in writing, the Company shall (i) when a registration statement has become effective inform each of the Participating Holders thereof and when any post-effective use its commercially reasonable efforts to file amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the issuance number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Aurora Innovation, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders Demand Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company willwill use commercially reasonable efforts to:
(1a) (i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptlyHolder as soon as reasonably practicable, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(ed) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(fe) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(gf) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Registration Statements. (a) In connection with each the event of a registration statement that is demanded by Securityholders in accordance with this Agreement or as pursuant to which piggyback rights otherwise applythe provisions of Section 2, the Company will:
(1) prepare and file with shall furnish to the SEC a Investor prior to filing any registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, or amendment or supplement thereto a copy of same and shall furnish to a prospectus or any free writing prospectus the Investor such number of copies of the registration statement and of each amendment and supplement thereto (in each case case, upon request, including all exhibits filed therewithexhibits), provide such reasonable number of copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes each prospectus contained in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any each supplement or amendment or supplement theretothereto (including each preliminary prospectus), as all of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) which shall conform to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder, and such other documents, as the Investor may reasonably request to facilitate the disposition of the Registrable Securities included in such registration.
(b) The Company shall notify the Investor promptly when any such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(c) At any time when a prospectus included in a registration statement covering Registrable Securities is required to be delivered under the Securities Act in connection with a sale, the Company shall notify the Investor of the happening of any event a result of which would cause such prospectus to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and (y) at the reasonable request of the Investor promptly prepare, file with the SEC, use its best efforts to have declared effective, and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not to contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in the light of the circumstances under which they were made, or file such documents and reports under the Exchange Act that are incorporated by reference after the initial filing of the registration statement as may be necessary to accomplish the foregoing.
(d) notify each Securityholder promptly, and, if requested The Investor shall not effect sales of shares covered by such Securityholder, confirm such advice in writing, (i) when a any registration statement has become effective and when any post-effective amendments and supplements thereto become effective if pursuant to such registration statement during an SB-2 Blackout Period or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act(until further notice) after receipt of telegraphic, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction facsimile or other order written notice from the Company to suspend sales to permit the Company to correct or requirement suspending the effectiveness of update a registration statement or prospectus.
(e) The person seeking to include Registrable Securities under this Agreement in any registration shall furnish to the initiation Company such information regarding such person and the distribution proposed by such person as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in Section 2.
(f) Prior to any public offering of any proceedings for that purpose, (iii) if, between the effective date of Registrable Securities under a registration statement and declared effective by the closing of any sale of securities covered thereby pursuant to any agreement to which SEC, the Company is a party, shall use its commercially reasonable efforts to register or qualify or cooperate with the representations Investor in connection with the registration or qualification of such Registrable Securities for offer and warranties sale under the securities or blue sky laws of such jurisdictions within the Company contained United States requested by the Investor and do any and all other reasonable acts or things necessary or advisable to enable the distribution in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification jurisdictions of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to covered by the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); andstatement.
(g) use The Company shall cause all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of Registrable Securities covered by a registration statement at to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the earliest possible timeCompany are then listed or traded.
Appears in 1 contract
Sources: Registration Rights Agreement (Reality Wireless Networks Inc)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the Sponsor Holders or as to which piggyback rights otherwise apply, the Company will:
(1a) As promptly as reasonably practicable (but in no event later than 60 days after a request for a demand registration on Form S-11 (or similar or successor registration statement) or 30 days after a request for a demand registration on Form S-3 (or similar or successor registration statement)) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file supplements and amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counselcounsel as the underwriters may reasonably request; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders selling Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and ;
(2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders selling Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder selling Holder promptly, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state securities authority for amendments or supplements to a registration statement, related prospectus or for additional information (other than information that is clerical in nature or otherwise minor); (iii) of the issuance by the SEC or any other federal or state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the existence of any fact or the happening of any event during the period a registration statement prospectus is effective required to be delivered with respect to any offering by such selling Holder as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (vi) of the determination by counsel of the Company that a post-effective amendment to a registration statement is required;
(e) furnish counsel for each underwriter, if any, and for the Securityholders selling Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time;
(h) within the deadlines specified by the Securities Act, make all required filing fees in respect of any registration statement or prospectus under this Agreement (and any offering covered thereby).
Appears in 1 contract
Sources: Registration Rights Agreement (Ellington Residential Mortgage REIT)
Registration Statements. In connection with each registration statement that is demanded by Securityholders the Siris Parties in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Shareholders or any underwriter available for discussion of such documents; and and
(2ii) if requested by the Shareholders, within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Shareholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Shareholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable best efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC, and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) promptly notify each Securityholder promptlyShareholder, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderShareholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Shareholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority);
(f) otherwise use all reasonable best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and
(h) provide and cause to be maintained (i) a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement and (ii) a depositary and a depositary nominee, if applicable, for any depositary receipts representing all shares covered by a registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Mavenir Private Holdings II Ltd.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Cadent and the CW Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Registration Statements. (a) In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the obligations of the Company willunder Articles II and III in respect of any Directed Offering of Company Securities registered under the Securities Act the Company hereby agrees to:
(1i) prepare and file with the SEC Commission, a registration statement with respect to the Company Securities on an appropriate any form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as which may be required, all in consultation with Blackstone utilized by the Company and as reasonably necessary in order to which shall permit the offer and sale disposition of the such Registrable Company Securities in accordance with the applicable plan terms of distributionthe Directed Offering and use its reasonable best efforts to cause such registration statement to become effective as directed by Iridium;
(bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to maintain the effectiveness of such registration statement for the period required for the disposition of the Company Securities in accordance with the terms of the Directed Offering and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Company Securities covered by such registration statement;
(1iii) within for a reasonable time period prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during throughout the distribution period required for the disposition of the registered Registrable Company Securities (x) to comply in all material respects accordance with the requirements terms of the Directed Offering, and upon reasonable notice, make available for inspection by Iridium, any underwriter participating in any distribution pursuant to the registration statement, and any attorney or accountant designated by Iridium, at a reasonable time and in a reasonable manner, financial and other information and books and records of the Company, and cause the officers, directors and employees of the Company to respond to such inquiries and supply information reasonably requested by Iridium and any such underwriter, attorney or accountant in the course of conducting a reasonable investigation within the meaning of Section 11 of the Securities Act Act;
(including iv) promptly notify Iridium, and the rules managing underwriter or underwriters, if any, thereof and regulations promulgated thereunderconfirm such advice in writing, (A) and when such registration statement or supplement or post-effective amendment has been declared or becomes effective, (yB) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Company Securities Offered in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (D) of the happening of any event during the period such registration statement is effective which makes any statement made in such registration statement or the related prospectus untrue in any material respect or which requires the making of any changes in such registration statement or prospectus in order to make the statements therein not misleading; (v) upon the occurrence of any event contemplated by Section 3.04(a)(iv)(D) hereof, use its reasonable best efforts to prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Company Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will:
: (1a) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
; (b) )
(1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
; (c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.12
Appears in 1 contract
Sources: Registration Rights Agreement
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Argos Parties and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Registration Rights Agreement (Summit Materials, LLC)
Registration Statements. In connection with each (a) Subject to Parent’s receipt of the Company 2020 Audited Financial Statements from the Company (to the extent required to be included in the applicable registration statement that is demanded by Securityholders under the Securities Act and the rules and regulations promulgated thereunder, in Parent’s reasonable judgment after consultation with the Company and their respective legal advisors) and of Parent’s consolidated financial statements for the year ended December 31, 2020 audited in accordance with GAAP, as promptly as reasonably practicable after the date of this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will:
(1) Parent shall prepare and file (which could include one or more confidential submissions thereof) with the SEC a registration statement on an appropriate form covering SEC, the applicable Registrable SecuritiesS-4 Registration Statement and, (2) file amendments thereto as warrantedin its sole discretion, (3) seek the effectiveness thereofS-1 Registration Statement. The Company shall use commercially reasonable efforts to cooperate, and (4) file cause its Subsidiaries and Representatives to reasonably cooperate, with Parent and its Representatives in the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale preparation of the such Registrable Securities in accordance with S-4 Registration Statement and the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as S-1 Registration Statement. Parent shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all its commercially reasonable efforts to cause each registration statement its Subsidiaries, Affiliates, directors, officers or the Equityholders to comply with the rules and regulations promulgated by the SEC, to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof, to cause the Parent Circular and prospectus included in the S-4 Registration Statement to be mailed to the shareholders of Parent and the related Consent Solicitation Statement and prospectus included in the S-4 Registration Statement to be mailed to stockholders of the Company in each case, to the extent required and as promptly as reasonably practicable after the date of effectiveness within the time frames required by the SEC. and to keep the S-4 Registration Statement effective as long as is necessary to consummate the Domestication and the Mergers. The Company and its counsel shall be given a reasonable opportunity to review and comment on the S-4 Registration Statement, the S-1 Registration Statement (if applicable), and any amendment or supplement thereto, as and on any responses to comments from the SEC to any of such materials, before such materials or responses are filed (or confidentially submitted) with the SEC, and Parent shall consider in good faith all comments of the effective date of Company and its counsel in connection therewith.
(b) The Company shall use commercially reasonable efforts to promptly furnish to Parent and its Representatives all information concerning itself, its Subsidiaries, Affiliates, directors, officers and the Equityholders and such other matters, in each case, as is customarily included in registration statementstatements on Form S-4 or Form S-1, amendment or supplement as applicable, and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of serving a similar purpose, may be reasonably required under the Securities Act (including and the rules and regulations promulgated thereunderthereunder or the rules and regulations of any stock exchange in connection with and for inclusion in the S-4 Registration Statement or the S-1 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent or its Subsidiaries, as applicable, with the SEC or any stock exchange in connection with the transactions contemplated hereby (including any amendment or supplement to the S-4 Registration Statement or the S-1 Registration Statement). HoldCo will advise the Company, promptly (but no later than one Business Day) after HoldCo receives notice thereof, of the time when the S-4 Registration Statement has become effective, of the issuance of any stop order or the suspension of the qualification of the HoldCo Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any written comments or other written correspondence from the SEC in respect of the S-4 Registration Statement.
(c) Without limiting the generality of Section 9.07(b), the Company shall as promptly as practicable furnish to Parent for inclusion, to the extent required under the Securities Act and the rules and regulations promulgated thereunder (in Parent’s reasonable judgment after consultation with the Company and their respective legal advisors), in the S-4 Registration Statement and the S-1 Registration Statement, (i) the Company 2020 Audited Financial Statements and prior to filing the S-4 Registration Statement or S-1 Registration Statement, as applicable, consents from the independent registered accounting firm to use such financial statements and reports and to be named as “experts” in such registration statements, (ii) no later than 30 days following the end of each quarterly period, unaudited consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter ended subsequent to December 31, 2020, with a comparison against the corresponding period in the prior fiscal year, in each case reviewed by the Company’s auditors as provided in the procedures specified by the PCAOB in AU 722, to the extent financial statements of Parent for such fiscal quarter are required to be included in the S-4 Registration Statement or the S-1 Registration Statement in order for any such registration statement to be reviewed or declared effective by the SEC (the “Required Unaudited Financial Statements” and, together with the Company 2020 Audited Financial Statements, the “Required Financial Statements”), and (yiii) such other financial statements for other periods as contemplated by the rules of the SEC. Notwithstanding the foregoing, it is hereby understood and agreed that the Company shall provide Parent with the Company 2020 Audited Financial Statements in order for any determination to be made by Parent, in consultation with the Company, as to whether such financial statements are required in any such registration statement.
(d) If, at any time prior to the Second Merger Effective Time, (i) any information relating to the Company or any of its Subsidiaries, Affiliates, directors, officers or the Equityholders is discovered by any of Parent or the Company and is required to be set forth in an amendment or supplement to the S-4 Registration Statement or the S-1 Registration Statement so that such S-4 Registration Statement or S-1 Registration Statement would not to contain include any untrue statement misstatement 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, in light of the circumstances under which they were made, not misleading;
(d) , the party that discovers such information shall promptly notify each Securityholder promptly, the other parties and, if requested to the extent Parent and its counsel deem it necessary or advisable, an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 9.07, be promptly filed by such SecurityholderParent with the SEC and, confirm such advice in writingto the extent required by Applicable Law, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement disseminated to the Parent Shareholders or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or Company’s auditors withdraw any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification audit opinion with respect to any financial statements contained in the suspension of Required Financial Statements, the qualification of Company shall promptly notify Parent and take all actions necessary or advisable in order to restate or otherwise modify such financials statements in order to enable the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits Company’s auditors to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence provide an audit opinion with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timerespect thereto.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders the Stockholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will:
(1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and and
(2) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) promptly notify each Securityholder Stockholder promptly, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-post- effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority);
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and;
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and
(h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Performance Food Group Co)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, 8.2.1 Centerprise has filed the Company will:
(1) prepare and file Registration Statements with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. Centerprise shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Centerprise Common Stock. Centerprise and the closing of any sale of securities covered thereby pursuant Company shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by Centerprise and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company agree promptly to advise Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company receives or the Company Subsidiaries becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion.
8.2.2 Centerprise agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, Centerprise has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel.
8.2.3 Centerprise will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending the effectiveness Company Centerprise will furnish to the Company a reasonable number of a registration statement at copies of the earliest possible timefinal prospectus associated with the IPO.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the ▇▇▇▇▇▇▇ Stockholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the ▇▇▇▇▇▇▇ Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Registration Rights Agreement (Steinway Musical Instruments Holdings, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyThe parties shall cooperate and promptly prepare, the Company will:
(1) prepare and Parent shall file with the SEC as soon as practicable a registration statement on an appropriate form covering Form S-4 (the applicable Registrable Securities"Form S-4") under the Securities Act, (2) file amendments thereto with respect to the shares of Parent Common Stock issuable pursuant to the transactions contemplated hereby, a portion of which Form S-4 shall also serve as warranted, (3) seek the effectiveness thereof, and (4) file joint proxy statement with respect to the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale meetings of the such Registrable Securities stockholders of each of Parent and the Company in accordance connection with this Agreement and the applicable plan of distribution;
(b) (1) within transactions contemplated hereby and a reasonable time prior prospectus with respect to the filing shares of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents Parent Common Stock issuable pursuant to the selling Securityholders and to transactions contemplated hereby (the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after "Joint Proxy Statement/Prospectus"). The parties will cause the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement Joint Proxy Statement/Prospectus and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) Form S-4 to comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act. The parties agree to use reasonable best efforts and shall cooperate to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and Parent shall use reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or approvals required in connection with the issuance of shares of Parent Common Stock pursuant to the transactions contemplated hereby (including provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). Each of Parent and the rules Company agrees that the information provided by it for inclusion in the Form S-4 and regulations promulgated thereunder) the Joint Proxy Statement/Prospectus and (y) each amendment or supplement thereto, at the time of mailing thereof to stockholders, at the time of the respective meetings of the stockholders of the parties, and at the time it is filed or becomes effective, will not to contain any 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 therein, in light of the circumstances under which they were made, not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) . Each of Parent and the Company will advise the other promptly after it receives notice thereof of the time when a registration statement the Form S-4 has or is to become effective and or when any post-effective amendments and supplements thereto become effective if such registration statement supplement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Acthas been filed, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending any request by the effectiveness SEC for amendment of a registration statement the Joint Proxy Statement/Prospectus or the initiation Form S-4. Each of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Parent and the closing of Company will provide the other with reasonable opportunity to review and comment on any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects amendments or if the Company receives any notification with respect supplements to the suspension of Form S-4 and/or the qualification of Joint Proxy Statement/Prospectus prior to filing such amendments or supplements with the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purposeSEC, and (iv) further agree that each party will be provided with such number of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence all filings made with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations as such party shall reasonably request. No filings of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy Form S-4 or the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder Joint Proxy Statement/Prospectus (or any similar provision then in forceamendments or supplements to either of them) shall be made without the approval of Parent and the Company (which consent shall not be unreasonably withheld); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Carlyle Shareholders or as to which piggyback rights otherwise apply, the Company will:
(1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Carlyle Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution;
(bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Carlyle Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Carlyle Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Carlyle Shareholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Principal Shareholders Agreement (Ortho Clinical Diagnostics Holdings PLC)
Registration Statements. In connection with each registration statement that is demanded by Securityholders The Company shall use commercially reasonable efforts to file as soon as reasonably practicable, but in accordance with this Agreement or any event no later than 45 calendar days after the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as to which piggyback rights otherwise applysoon as reasonably practicable thereafter, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate form covering filed with the applicable Commission (the “Resale Registration Statement”) registering the resale of all of the Common Stock underlying the Shares and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, (2) file amendments thereto as warranted, (3) seek that the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order Company’s obligations to permit the offer and sale of the such include an Investor’s Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior Resale Registration Statement are contingent upon such Investor furnishing in writing to the filing of any registration statementCompany such information regarding such Investor, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion Company to effect the registration of the Registrable Securities held by such documents; Investor, and (2) within a reasonable time prior Investor shall execute such documents in connection with such registration as the Company may reasonably request to the filing of any document which is extent required. The Company agrees to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all commercially reasonable efforts to cause each keep such Resale Registration Statement, or another shelf registration statement and that includes the related prospectus and any amendment or supplement theretoRegistrable Securities, as effective with respect to each Investor until the earliest of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) the date on which such Investor ceases to comply hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities in all material respects with the requirements a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including the rules and regulations promulgated thereunderas to manner or timing of sale) and (yz) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain any untrue statement of a material fact misstatement or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writingomission, (i) when the negotiation or consummation of a registration statement transaction by the Company or its subsidiaries is pending or another event has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement occurred, which negotiation, consummation or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the issuance by Company’s board of directors, to cause the SEC or any state securities authority of any stop orderResale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for “Suspension Event”); provided, however, that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partymay not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the representations and warranties aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company contained in such agreement cease to be true and correct in all (which notice shall not contain any material respects or if non-public information regarding the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivCompany) of the happening of any event Suspension Event during the period a registration statement that the Resale Registration Statement is effective or if as a result of which such registration statement a Suspension Event the Resale Registration Statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading;
, each Investor hereby agrees that (ei) furnish counsel it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for each underwriterthe avoidance of doubt, if anysales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and for (ii) it will maintain the Securityholders confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of any correspondence with the SEC prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or any state securities authority relating destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the registration statement or prospectus;
extent such Investor is required to retain a copy of such prospectus (fI) otherwise use all reasonable efforts in order to comply with all applicable rules and regulations legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the SEC, including making available foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its security holders an earnings statement covering at least 12 months which shall satisfy obligations to file or effect the provisions of Resale Registration Statement as set forth in this Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force8.1(a); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.
Appears in 1 contract
Sources: Subscription Agreement (Esports Technologies, Inc.)
Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as (a) Zions agrees to which piggyback rights otherwise apply, the Company will:
(1) prepare and file with the SEC a registration statement on an appropriate Form S-4 or other applicable form covering (the applicable Registrable Securities, (2"REGISTRATION STATEMENT") file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file to be filed by Zions with the SEC prospectuses in connection with the issuance of Zions Common Stock in the Merger (including the proxy statement and prospectus supplements as may be required, and other proxy solicitation materials of Company constituting a part thereof (the "PROXY STATEMENT") and all in consultation with Blackstone and as reasonably necessary in order related documents). Company agrees to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;
(b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicablecooperate, and to their respective counsel; fairly consider such reasonable changes cause its Subsidiaries to cooperate, with Zions, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement. Company agrees to file the Proxy Statement in preliminary form with the SEC as soon as reasonably practicable, and Zions agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any such documents prior to or after the filing thereof as the counsel SEC comments with respect to the Securityholders or the underwriter or the underwriters may request; preliminary Proxy Statement are resolved. Each of Company and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior Zions agrees to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;
(c) use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Zions also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to use its best efforts to furnish to Zions all information concerning Company, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing.
(b) Each of Company, Company Bank and Zions agrees, as to itself and its Subsidiaries, that the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will not, at the time the Registration Statement and each registration statement and the related prospectus and any amendment or supplement thereto, as of the if any, becomes effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;, and (ii) the Proxy Statement and any amendment or supplement thereto will not, at the date of mailing to shareholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Company, Company Bank and Zions further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading, promptly to inform the other party thereof and to take the necessary steps to correct the Proxy Statement.
(ec) furnish counsel Zions agrees to advise Company, promptly after Zions receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Zions Common Stock for each underwriteroffering or sale in any jurisdiction, if anyof the initiation or threat of any proceeding for any such purpose, and or of any request by the SEC for the Securityholders copies of any correspondence with the SEC amendment or any state securities authority relating to the registration statement or prospectus;
(f) otherwise use all reasonable efforts to comply with all applicable rules and regulations supplement of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (Registration Statement or any similar provision then in force); and
(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timefor additional information.
Appears in 1 contract
Sources: Merger Agreement (Regency Bancorp)