Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will: (i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance; (ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares; (iii) use its best efforts to cause such registration to be declared effective by the Commission; (iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs; (v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement; (vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request; (vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing; (viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed; (ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and (x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions. (b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Note Agreement (Emcon)
Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which together with the Option Base Amounts owed to such Management Stakeholders, may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders and the cancellation of (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: New Note Agreement (Emcon)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive, at any time after the one year anniversary of Exchange Notices this Agreement, a written request from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on Holder that the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly Company file a registration statement (other than on Form S-3) under the Act covering the registration of at least $5,000,000 (before deduction of underwriting discounts and commissions) of the Common Stock, then the Company shall within ten (10) days after receipt thereof, give any required written notice of such request to all holders of Securities with Piggyback Rights, and shall, subject to the limitations set forth below (including under Section 8 below), use commercially reasonable efforts to effect as soon as practicable the registration under the Act of all Registrable Securities and, if any, the Securities with Piggyback Rights that the Holder and Exchange Commission the holders of Securities with Piggyback Rights requests be so registered in a written request to be given within thirty (30) days of the mailing of such notice by the Company.
(b) The Company is obligated to effect only two (2) registrations pursuant to this Section 2.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Holder requesting a registration pursuant to this Section 2 within thirty (30) days of receiving such request: (i) a certificate signed by the President of the Company stating that in the reasonable good faith judgment of the Board of Directors of the Company, (A) the filing of a registration statement or a sale of the Registrable Securities pursuant thereto would materially adversely affect or interfere with any proposed or pending financing, acquisition, corporate reorganization, or other material transaction or the conduct or outcome of any material litigation involving the Company or any of its subsidiaries, (B) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (C) the Company is unable to comply with SEC requirements or (D) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would otherwise materially adversely affect the Company to the detriment of the shareholders, as a whole (the circumstances described above being referred to herein as being "Commission"Seriously Detrimental" to the Company) and effect all it is therefore essential to defer the filing of such registrationsregistration statement, qualifications and compliances then the Company shall have the right to defer such filing for a period of not more than ninety (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations90) as would permit or facilitate the sale and distribution of all days each after receipt of the EMCON Common Stock issuable upon the full exchange request of the Notes by the Management Stakeholders (the "Management Shares")Holder; provided, however, that EMCON the Company may not use this right more than once in any twelve (12)-month period, or (ii) a certificate signed by the President of the Company stating that the Company intends within thirty (30) days of the date of such certificate to file a registration statement for the public offering of securities of the Company to the general public, then the Company shall not be obligated to effect such registration, qualification or compliance the registration requested pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by 2; provided, however, that the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) -------- ------- Company shall promptly give notice to all Management Stakeholders of notify the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to Holder requesting a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 32 of any decision by the Company to abandon or indefinitely delay such public offering; and provided, further, that if the Company shall reject -------- ------- any request for registration pursuant to either of the immediately preceding clauses (i) or (ii), the Management Stakeholders request by the Holder shall comply with all applicable EMCON policies regarding trading be deemed withdrawn and shall not operate to reduce the number of securities by insiders and members of management, including requests the observance of "window period" and other restrictionsHolder is entitled to make hereunder pursuant to this Section 2.
Appears in 1 contract
Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based Commencing on the closing price Effective Date, if the Company shall receive a written request (specifying that it is being made pursuant to this Section 2) from the Holders of more than twenty-five percent (25%) of the EMCON Common Stock on Registrable Securities that the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly Company file a registration statement under the 1933 Act, or a similar document pursuant to any other statute then in effect corresponding to the 1933 Act, covering the Registrable Securities that are the subject of such request, then the Company shall file a registration statement under the 1933 Act on an appropriate form (which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution) covering such Registrable Securities and Exchange Commission (shall use its best efforts to cause all Registrable Securities that the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking Holders have requested be registered to file post-effective amendments, appropriate qualifications be registered under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities 1933 Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON -------- -------
(i) the Company shall not be obligated to effect such registrationprepare, qualification or compliance file and cause to become effective pursuant to this Section 3(a)(i)(A2(a) a registration statement unless the proposed aggregate public offering price of the securities to be included in any particular jurisdiction such registration statement is at least five million Dollars ($5,000,000) and (ii) the rights of the Holders under this Section 2(a) shall be subject to the provisions of the Lock-Up Agreements.
(b) Notwithstanding the foregoing, if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the reasonable determination of the Board of Directors of the Company, there exists circumstances not yet disclosed to the public which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service be disclosed in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this SectionSection 2(a) and the disclosure of which would be materially harmful to the Company or its stockholders, enter into an underwriting agreement reasonably necessary then the Company's obligation to effect the offer and sale of EMCON Common Stock, provided file such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's a registration statement is effective shall be deferred for a period not to exceed three (3) months; provided, however, that the Company's ----------------- right to defer the registration rights provided hereunder pursuant to this Section 32(b) may be exercised only once.
(c) The Company shall be obligated to effect only two registrations pursuant to Section 2(a). Any request for registration under Section 2(a) must be for a firmly underwritten public offering to be managed by an underwriter or underwriters of recognized national standing selected by such Holders, subject to the Management Stakeholders approval of the Board of Directors of the Company, which approval shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictionsnot be unreasonably withheld.
Appears in 1 contract
Sources: Registration Rights Agreement (Corporate Executive Board Co)
Request for Registration. (a) Upon In case the receipt by EMCON Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to shares of Exchange Notices from Management Stakeholders holding NotesRegistrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file give written notice of the proposed registration to all other Holders; and
(ii) as soon as practicable, use commercially reasonable efforts to effect such registration as part of a registration statement firm commitment underwritten public offering with underwriters reasonably acceptable to the Securities Initiating Holders and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances Company (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request by delivering a written notice to such effect to the full exchange Company within twenty days after the date of such written notice from the Notes by Company. Notwithstanding the Management Stakeholders (foregoing, the "Management Shares"); provided, however, that EMCON Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2.1:
(A) in any particular jurisdiction in which EMCON Unless the requested registration would have an aggregate offering price of all Registrable Securities sought to be required to execute a general consent to service registered by all Holders, net of process unless EMCON is already subject to service in such jurisdiction underwriting discounts and except as required by the Securities Act and commissions, exceeding $5,000,000;
(B) after EMCON has already effected one such registrationFollowing the filing of, qualification or compliance;
and for 180 days immediately following the effective date of (ii) promptly give notice but in no event later than 270 days immediately following the filing date of), any registration statement pertaining to all Management Stakeholders securities of the expected Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan, pursuant to Form S-8, pursuant to Form S-3 if a shelf filing for a secondary offering of securities, or a registration of other than equity securities), provided that the Management Shares;
(iii) use its best Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to be declared effective by the Commissionbecome effective;
(ivC) keep such registration statement effective for a period of one year or until After the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective Company has effected two registrations pursuant to this Section 32.1(a) and such registrations have been declared or ordered effective;
(D) If the Initiating Holders are able to request a registration on Form S-3 pursuant to Section 2.3 hereof;
(E) Within 180 days after the Company has effected such a registration pursuant to this Section 2.1(a), and such registration has been declared or ordered effective; or
(F) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission within approximately 60 days, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Management Stakeholders Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 2.1(a) shall comply with all applicable EMCON policies regarding trading be deferred one or more times for a period not to exceed 90 days from the receipt of securities the request to file such registration by insiders and members such Initiating Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve-month period. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of management, including the observance request or requests of "window period" and other restrictionsthe Initiating Holders.
Appears in 1 contract
Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company file a registration statement under the 1933 Act with respect to shares of Registrable Securities whose expected aggregate offering price is not less than: (ai) Upon $10,000,000 if such request is made prior to the receipt by EMCON Company's Initial Public Offering, or (ii) $7,500,000 of Exchange Notices from Management Stakeholders holding Notessuch request is made after the Company's Initial Public Offering, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a promptly, and in no event later than 30 days from receipt of such written request, give written notice of such request to all other Holders; and
(ii) subject to the limitations of Section 1.2(b) below, as soon as practicable, use its best efforts to effect such registration statement with under the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances 1933 Act (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities 1933 Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (Company within 20 days after receipt of such written notice from the "Management Shares")Company; provided, however, provided that EMCON the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(a)(i)(A1.2:
(A) in any particular jurisdiction in which EMCON would be required Prior to execute a general consent to service the third anniversary of process unless EMCON is already subject to service in such jurisdiction the closing date of the initial purchase and except as required by sale of the Securities Act and Series D Preferred;
(B) after EMCON has already effected one such registrationDuring the period starting with the date of filing of any registration statement in connection with the Initial Public Offering, qualification or compliance;
(ii) promptly give notice to provided that the Company is actively employing in good faith all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best reasonable efforts to cause such registration statement to be become effective, and ending on the date which is 180 days after the date on which such registration statement is declared effective by the Commissioneffective;
(ivC) keep If the Company has previously effected two (2) registrations under this Section 1.2;
(D) If the Company delivers notices to the Holders not more than 30 days after receipt of any registration request of the Initiating Holders that it intends to file a registration statement for its Initial Public Offering within 90 days of the receipt of such registration request; or
(E) If the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2 a certificate, signed by the Chairman of the Board of the Company, stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement effective to be filed or effected at such time, in which event the Company shall have the right to defer such filing for a period of one year or until the Management Stakeholders have completed the distribution described in not more than 90 days after receipt of the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions request of the Securities Act with respect Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period. Subject to the disposition of all securities offered by such registration statement;
foregoing clauses (viA) furnish such number of prospectuses and other documents incident theretothrough (E) inclusive, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, such prospectus Company 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to file a registration statement filed pursuant covering the Registrable Securities so requested to this Section, enter into an underwriting agreement reasonably necessary to effect be registered as soon as practicable after receipt of the offer request or requests of the Initiating Holders and sale in any event within 120 days after receipt of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsrequest.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon In case the receipt by EMCON Company shall receive from the Initiating Holders a written request that the Company effect any registration with respect to Registrable Securities the reasonably expected aggregate offering price of Exchange Notices from Management Stakeholders holding Noteswhich equals or exceeds $5,000,000 including underwriting discounts and commissions, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a within ten (10) days after its receipt thereof give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, preparation of a registration statement and prospectus complying as to form with the requirements of the Securities Act, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as is specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Company; provided, however, that EMCON the Company shall not be obligated to take any action to effect such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in Prior to 180 days following the effective date of the Company’s first registered offering to the general public of its securities for its own account; or
(B) In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;Act; or
(iiC) promptly give notice After the Company has effected two such registrations pursuant to all Management Stakeholders this subsection 1.2(a) and such registrations have been declared or ordered effective. Subject to the foregoing clauses (A) through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within 75 days, in the case of an initial public offering, or 30 days, in the case of a subsequent offering, after receipt of the expected registration request or requests of the Management Shares;
(iii) use its best efforts Initiating Holders; provided, however, that if the Company shall furnish to cause such registration to be declared effective Holders a certificate signed by the Commission;
(iv) keep President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under filed at the Securities Act date filing would be required and it is therefore essential to defer the filing of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits the Company shall be entitled to state a material fact required to be stated therein or necessary to make delay the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment filing of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant not more than once in any twelve month period for an additional period of up to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions90 days.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. If the Company shall receive from Initiating Holders at any time or times not earlier than the earlier of (ai) Upon April 30, 2004 or (ii) six (6) months after the receipt effective date of the first registration statement filed by EMCON the Company covering an underwritten offering of Exchange Notices from Management Stakeholders holding Notesany of its securities to the general public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Commission Rule 145 transaction), a written request that the Company effect a registration with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), ) and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within twenty (20) days after such written notice from the "Management Shares"); provided, however, that EMCON Company is effective. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in any particular jurisdiction in After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only a registration which EMCON would be has been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to execute a general consent to service of process unless EMCON is already subject to service in bear such jurisdiction and except as required by the Securities Act and expenses); or
(B) after EMCON has already effected Where the registration requested is for a second registration and the period of time is less than one such (1) year from the date of the first registration, qualification or compliance;; or
(iiC) promptly give notice During the period starting with the date thirty (30) days prior to all Management Stakeholders the Company’s good faith estimate of the expected date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration of subject to Section 1.3 hereof; provided that the Management Shares;
(iii) use its best Company is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsbecome effective.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from an Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(iA) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(B) as soon as practicable, use its diligent best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (Company within 10 business days after written notice from the "Management Shares")Company is given under Section 2(a)(i)(A) above; provided, however, provided that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2(a):
(I) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceapplicable rules or regulations thereunder;
(iiII) promptly give notice After the Company has effected two (2) such registrations pursuant to all Management Stakeholders this Section 2(a) requested by the Initiating Holder (which shall not preclude the other Initiating Holder from making such a request if the Company has not already effected two (2) such registrations pursuant to this Section 2(a) for such other Initiating Holder) and such registrations have been declared or ordered effective and the sales of the expected registration of the Management Sharessuch Registrable Securities shall have closed;
(iiiIII) use its best efforts If the Registrable Securities requested by all Holders to cause be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $15,000,000 (or $25,000,000 if such requested registration is the Initial Public Offering); or
(IV) If at the time of any request to register Registrable Securities, the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in (1) a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 2(b) or (2) an acquisition, financing or other material transaction which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company. In such event, the Company may, at its option, direct that such request be declared effective by the Commission;
(iv) keep such registration statement effective delayed for a period not in excess of one year three months from the effective date of such offering or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions date of the Securities Act with respect to determination by the disposition Board of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectusDirectors, as the case may be, such right to delay a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required request to be delivered under exercised by the Securities Act of the happening of Company not more than once in any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a one-year period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(a)(ii) below, include other securities, other than Registrable Securities, of the Company which are held by the other stockholders (“Other Stockholders”) of the Company. The registration rights set forth in this SectionSection 2 may be assigned, enter into an underwriting agreement reasonably necessary in whole or in part, to effect any permitted transferee of Registrable Securities (who shall be bound by all obligations of this Agreement). Holders holding a majority of the offer and sale Registrable Securities requested to be registered may, at any time prior to the effective date of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant relating to this Section 3such registration, revoke such request, without liability to the Management Stakeholders shall comply with all applicable EMCON policies regarding trading Company, such Holders, any of securities the other Holders or the Other Stockholders, by insiders and members of management, including providing a written notice to the observance of "window period" and other restrictionsCompany revoking such request.
Appears in 1 contract
Sources: Registration Rights Agreement (Eagle Family Foods Inc)
Request for Registration. If the Company shall receive from ------------------------ Initiating Holders at any time or times after the earlier of (ai) Upon September 6, 2005 or (ii) one (1) year after the receipt effective date of the first registration statement filed by EMCON the Company covering an underwritten offering of Exchange Notices from Management Stakeholders holding Notesany of its securities to the general public, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities the aggregate Principal proceeds of which may be exchanged (after deduction for EMCON Common Stock with an aggregate value, based on underwriter's discounts and expenses related to the closing price of issuance) exceed $8,000,000 the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), ) and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within twenty (20) days after such written notice from the "Management Shares"); provided, however, that EMCON Company is mailed or delivered. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON After the Company has already effected one initiated two such registrationregistrations pursuant to this Section 1.2(a) (counting for these purposes only a registration which has been declared or ordered effective and pursuant to which securities have been sold and any registration which has been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, qualification or complianceabsent such election, have been required to bear such expenses);
(iiC) promptly give notice During the period starting with the date sixty (60) days prior to all Management Stakeholders the Company's good faith estimate of the expected registration date of filing of, and ending on a date one hundred eighty (180) days after the Management Shares;
(iii) use its best effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commissionbecome effective;
(ivD) keep such registration statement effective for If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occursrequest made under Section 1.5 hereof;
(vE) prepare and file with If the Commission Initiating Holders do not request that such amendments and supplements offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to such registration statement the consent of the Company, which consent will not be unreasonably withheld); or
(F) If the Company and the prospectus used in connection with such registration statement as may be necessary Initiating Holders are unable to comply with obtain the provisions commitment of the Securities Act with respect underwriter described in clause (E) above to firmly underwrite the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsoffer.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and laws, appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, and listing on appropriate exchanges) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty days after receipt of such written notice from the full exchange of Company; provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2(a) (i) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, or in which the cost of the foregoing is unreasonable in light of the number of Registrable Securities requested to be sold in such jurisdiction, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder, and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice after the Company has effected the Applicable Number of Registrations pursuant to all Management Stakeholders this Section 2(a), and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed, and provided further that the Company may defer the filing (but not the preparation) of any registration otherwise required pursuant to this Section 2(a) if another registration of equity securities of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered Company under the Securities Act is then pending or has been duly and validly demanded by any holder of securities of the happening Company who is entitled, by contract with the Company, to have securities included in such a registration (such persons collectively, the "Other Shareholders") and such contractual arrangement prohibits the Company from effecting such registration at such time pursuant to this Agreement, or if a period of less than three months shall have elapsed from the effective date of the most recent registration previously effected by the Company. Subject to the foregoing clauses, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders. Notwithstanding the foregoing, if the Company shall at any time furnish to the Holders a certificate of the Company stating that counsel to the Company, which counsel shall be reasonably satisfactory to the Holders, or the Board of Directors of the Company shall have determined that the Company has pending or in progress a material transaction or other development, the disclosure of which would, in the good faith judgment of the Company, materially and adversely affect the Company, then, the Company may defer the filing (but not the preparation) of a registration statement, and may withhold efforts to cause the registration statement to become effective if the registration has been filed, for up to 120 days, but the Company shall use all reasonable efforts to resolve the transaction and, in accordance with Section 5, to file the regis tration statement and cause it to become effective as soon as possible. If the Company shall so defer the filing of any event as a result of which the prospectus included in such registration statement, as then in effector so withhold efforts to cause the registration statement to become effective, includes an untrue statement the Holders shall have the right to withdraw the demand for registration by giving written notice to the Company from the Initiating Holders within 20 days after receipt of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete applicable notice of deferment (and, in the light event of such withdrawal, such demand shall not be counted for purposes of determining the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies demands for registration to which the holders of a supplement Registrable Securities are entitled pursuant to or an amendment of such prospectus as may be necessary so that, as thereafter delivered this Section 2(a)). Notwithstanding anything else to the purchasers contrary in this Agreement, the aggregate number of such shares, such prospectus days during which otherwise qualifying Holders shall be prohibited from registering and selling Registrable Securities under this Section 2(a) 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with exceed 180 days during any underwritten offering pursuant to a consecutive 12-month period. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2(b) below, include other securities of the Company which are held by Other Shareholders, but except as provided in the last sentence of Section 2(b) below the Company shall have no right to include any of its securities in any such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon the receipt by EMCON written request of Exchange Notices from Management Stakeholders holding Notesany Major Investor (the “Initiating Holder”), made at any time after the first anniversary of the consummation of a Public Offering, requesting that the Company effect pursuant to this Section 7 the registration (a “Demand Registration”) of any of such Initiating Holder’s Registrable Securities under the Securities Act (which request shall specify the Registrable Securities so requested to be registered, the aggregate Principal proposed amounts thereof, and the intended method of which may be exchanged for EMCON Common Stock with an aggregate valuedisposition by the Initiating Holders), based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date Company shall promptly give written notice of such Exchange Noticesrequested registration to all Stockholders, $1,000,000 or moreand thereupon the Company will, EMCON will:as expeditiously as reasonably possible, use its commercially reasonable efforts to effect the registration under the Securities Act of
(i) promptly file a registration statement the Registrable Securities which the Company has been so requested to register, for disposition in accordance with the intended method of disposition stated in such request, and
(ii) all other Registrable Securities owned by Stockholders, the holders of which shall have made a written request to the Company for registration thereof pursuant to their Piggyback Registration rights (which request shall specify such Registrable Securities and Exchange Commission (the "Commission"proposed amounts thereof) and effect within 30 days after the receipt of such written notice from the Company, all such registrations, qualifications and compliances (including, without limitation, to the execution of an undertaking extent required to file post-effective amendments, appropriate qualifications under permit the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under disposition by the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all holders of the EMCON Common Stock issuable upon securities constituting Registrable Securities so to be registered, provided that the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated required to effect such registration, qualification or compliance any registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute 7 if it is a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to which the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto Company is not required to be delivered under pay expenses pursuant to Section 7(b)(i) unless the Securities Act Company shall have received assurances satisfactory to it that the Initiating Holders will bear the expenses of the happening of any event registration and provided, further, that each other Stockholder proposing to register securities as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment part of such prospectus as may be necessary so that, as thereafter delivered Demand Registration shall also agree in writing to the purchasers pay its pro rata share of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsexpenses.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Shareholder Agreement (Leiner Health Services Corp.)
Request for Registration. If at any time beginning at the earlier of ------------------------ (ai) Upon six months after the receipt closing of a public offering by EMCON the Company of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON its Common Stock with an aggregate value, based on pursuant to a registration statement under the closing price Securities Act and (ii) the fourth anniversary of the EMCON Common Stock on the principal market on which such stock is traded on the date of this Agreement, the Company shall receive from Initiating Holders a written request that the Company effect a registration with respect to Registrable Securities held by such Exchange NoticesInitiating Holders, $1,000,000 or more, EMCON the Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all the Registrable Securities requested to be registered by the Initiating Holders and by any Holder or Holders joining in such request as are specified in a written request given within 30 days after receipt of such written notice from the Company. In the event that holders of a majority of the EMCON Common Stock issuable upon outstanding Registrable Securities elect to limit the full exchange number of Registrable Securities to be registered, the number of shares that are included in the registration shall be allocated among all Holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each Holder at the time of the Notes by filing of the Management Stakeholders (registration statement. The Company shall file a registration statement covering the "Management Shares")Registrable Securities to be registered as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that EMCON if the Company shall furnish to such Initiating Holders (in the event of an underwritten offering) a certificate signed by the representatives of the underwriters of the offering to which such registration statement relates, to the effect that market conditions are such that a delay in the filing of such registration statement is advisable (or, in the event of a non-underwritten offering, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company a delay in filing such registration statement is necessary in order to avoid a serious detriment to the Company), the Company shall have the right, exercisable on only one occasion in any twelve month period, to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders. The Company shall not be obligated to effect such registrationeffect, qualification or compliance to take any action to effect, any registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required 5 after the Company has effected two such registrations pursuant to execute a general consent to service of process unless EMCON is already subject to service in this Section 5 and such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification registrations have been declared or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared ordered effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a . Any registration statement filed pursuant to this SectionSection 5(a) may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 5(b) below, provided such underwriting agreement contains customary underwriting provisions and provided further that if include securities of the underwriter so requests Company being sold for the underwriting agreement will contain customary contribution provisionsaccount of the Company.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Stockholder Rights Agreement (Covad Communications Group Inc)
Request for Registration. (a) Upon Subject to Section 2.4, at any time and from time to time after the receipt by EMCON Closing Date, Investors holding a majority-in-interest of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which Registrable Securities then issued and outstanding may be exchanged make a written demand for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, as amended (Purchaser will notify all other Investors holding Registrable Securities of the "Securities Act")demand, and any other governmental requirements each Investor holding Registrable Securities who wishes to include all or regulationsa portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) as would permit or facilitate shall so notify Purchaser within fifteen (15) days after the sale and distribution of all receipt by the Investor of the EMCON Common Stock issuable upon notice from Purchaser. Upon any such request, the full exchange of Demanding Holders shall be entitled to have their Registrable Securities included in the Notes by Demand Registration, subject to Section 2.1.4 and the Management Stakeholders (the "Management Shares"); provided, however, that EMCON provisos set forth in Section 3.1.1. Purchaser shall not be obligated to effect such registration, qualification or compliance pursuant to more than an aggregate of three (3) Demand Registrations under this Section 3(a)(i)(A2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2 to the contrary, Purchaser shall not be obligated to effect a Demand Registration, (i) in any particular jurisdiction in which EMCON would be required if a Piggy-Back Registration had been available to execute a general consent to service the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of process unless EMCON is already subject to service in such jurisdiction and except as required by request for the Securities Act and (B) after EMCON has already effected one such registrationDemand Registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders within sixty (60) days after the effective date of the expected a previous registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act effected with respect to the disposition of all securities offered by such registration statement;
Registrable Securities pursuant this Section 2.1 or (viiii) furnish such number of prospectuses and other documents incident thereto, including during any amendment of or supplement period (not to exceed one hundred eighty (180) days) following the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act closing of the happening completion of any event as an offering of securities by Purchaser if such Demand Registration would cause Purchaser to breach a result of which the prospectus included “lock-up” or similar provision contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.for such offering
Appears in 1 contract
Sources: Registration Rights Agreement (TKK SYMPHONY ACQUISITION Corp)
Request for Registration. (a) Upon the receipt by EMCON written request of Exchange Notices from Management Stakeholders a Holder or a ------------------------ group of Holders holding Notes, Registrable Securities representing twenty-five percent (25%) or more of the aggregate Principal of which may be exchanged for EMCON outstanding Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "CommissionRequesting Holder" or the "Requesting Holders") requesting that the Company effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of Registrable Securities, and thereupon will, as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky laws or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended Act) of:
(i) the "Registrable Securities Act"which the Company has been so requested to register by the Requesting Holder(s), and ; and
(ii) all other Registrable Securities which the Company has been requested to register by any other governmental requirements Holder thereof by written request given to the Company within ten (10) days after such written notice is mailed or regulationsdelivered by the Company (which request shall specify the intended method of disposition of such Registrable Securities) all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as would permit or facilitate the sale and distribution of all aforesaid) of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Registrable Securities so to be registered; provided, however, that EMCON if the Requesting Holder(s) shall have -------- ------- requested the Company to effect a registration under this Section 2 and prior to the effective date of the registration statement relating to such registration such Holders shall have revoked such request pursuant to the last sentence of this Section 2(a), then the Company shall not be obligated to effect file a registration statement relating to a registration request under this Section 2 within a period of one hundred eighty (180) days after the date which is forty- five (45) days after the date of receipt by the Company of the registration request that was subsequently revoked. Promptly after the expiration of the ten (10) day period referred to in subsection (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. All of the Requesting Holders acting jointly may, at any time prior to the effective date of the registration statement relating to such registration, qualification revoke such request by providing a written notice to the Company revoking such request. The Company shall not be obligated to effect, or compliance to take any action to effect, any such registration pursuant to this Section 3(a)(i)(A2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) After the Company has initiated three such registrations pursuant to this Section 2 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 4 hereof and would, absent such election, have been required to bear such expenses) or after EMCON has already effected one such registration, qualification or compliancethe tenth anniversary of the completion of the Company's initial public offering of Common Stock;
(iiC) promptly give notice During the period starting with the date sixty (60) days prior to all Management Stakeholders the Company's good faith estimate of the expected registration date of filing of, and ending on a date one hundred eighty (180) days after the Management Shares;
(iii) use its best effective date of, a Company- initiated registration; provided, that the Company is actively employing -------- in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commissionbecome effective;
(ivD) keep such registration statement effective for If the Requesting Holder(s) propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occursrequest made under Section 2(e) hereof;
(vE) prepare and file with If the Commission Requesting Holder(s) do not request that such amendments and supplements offering be firmly underwritten by underwriters selected by the Requesting Holder(s) (subject to such registration statement the consent of the Company, which consent will not be unreasonably withheld); or
(F) If the Company and the prospectus used in connection with such registration statement as may be necessary Requesting Holder(s) are unable to comply with obtain the provisions commitment of the Securities Act with respect underwriter described in clause (E) above to firmly underwrite the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsoffer.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon If the receipt by EMCON Company is unable to file, cause to become effective or maintain the effectiveness of Exchange Notices from Management Stakeholders holding Notesa Shelf Registration Statement as required under Section 2.1, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate valueHolder shall have the right to require the Company to, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to the terms of this Section 3(a)(i)(A) Agreement, register under and in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply accordance with the provisions of the Securities Act with respect all or part of its or their Registrable Securities (a “Demand Registration”), by delivering to the disposition of all securities offered by Company written notice stating that such registration statement;
(vi) furnish such number of prospectuses and other documents incident theretoright is being exercised, including any amendment of or supplement to naming, if applicable, the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required Holders whose Registrable Securities are to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement(collectively, as then in effectthe “Demanding Shareholders”), includes an untrue statement specifying the number of a material fact or omits to state a material fact required each such Demanding Shareholder’s Registrable Securities to be stated therein or necessary included in such registration and, subject to make Section 2.2.3 hereof, describing the statements therein not misleading or incomplete in the light intended method of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder distribution thereof (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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions“Demand Request”).
(b) During the period that EMCON's registration statement is effective pursuant Subject to this Section 32.2.1 and Section 2.2.5, the Management Stakeholders Company shall comply with all applicable EMCON policies regarding trading file a registration statement in respect of securities a Demand Registration as soon as reasonably practicable and, in any event, within ten (10) Business Days after receiving a Demand Request (the “Required Filing Date”) and shall use reasonable best efforts to cause the same to be declared effective by insiders the SEC as promptly as reasonably practicable after such filing; provided, however, that the Company shall not be obligated to effect:
(i) a Demand Registration pursuant to Section 2.2.1(a) within 90 days after the effective date of a previous Demand Registration or any previous registration statement in which the Holder or Holders of Registrable Securities was given piggyback rights pursuant to Section 2.3 in which there was no reduction in the number of Registrable Securities to be included, and members in each case in which the sale of managementRegistered Securities was consummated; and
(ii) any Demand Registration if a Shelf Registration Statement is then effective, and such Shelf Registration Statement may be utilized by the Holder or Holders of Registrable Securities for the resale of Registrable Securities, including through an Underwritten Offering, without a requirement under the observance SEC’s rules and regulations for a post-effective amendment thereto. Notwithstanding the foregoing, the Company shall not be obligated to effect, in total, more than four Demand Registrations (less the number of "window any Shelf Takedowns constituting an Underwritten Offering), which may consist of (a) no more than three Demand Registrations where the plan of distribution contemplates a Marketed Underwritten Offering, less the number of any Shelf Takedowns constituting a Marketed Underwritten Offering and (b) no more than two Demand Registrations (less the number of any Shelf Takedowns constituting an Underwritten Offering) during any 12-month period" .
(c) Each Holder requesting a Demand Registration agrees to complete and execute all questionnaires and other restrictionsdocuments reasonably required by the Company in order to prepare and file any Shelf Registration Statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Workhorse Group Inc.)
Request for Registration. At any time commencing one year after the consummation of the Formation Transactions, so long as no Lock-up Period is then in effect, upon written notice from Initiating Holders requesting that the Company effect any registration with respect to all or part of the Registrable Securities held by such Initiating Holders, the Company shall (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price promptly give written notice of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a proposed registration statement with the Securities and Exchange Commission to all other Holders (the "CommissionDemand Registration Notice") and (b) as soon as practicable but not later than sixty (60) days after receipt of the request from the Initiating Holders, use its best efforts and take all appropriate action to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of the Notes Demand Registration Notice; provided, however, that:
(i) in no event shall the Company be required to effect, or to take any action to effect, any such registration pursuant to this Section 2 after the third such registration pursuant to this Section 2 has been declared or ordered effective;
(ii) if the Company shall have previously effected a registration with respect to Registrable Securities owned by any Holder pursuant to this Section 2, the Management Stakeholders Company shall not be required to effect a registration pursuant to this Section 2 until a period of six (6) months shall have elapsed from the "Management Shares")effective date of the most recent such previous registration; provided, however, that EMCON no registration of Registrable Securities under this Section 2 shall not be obligated relieve the Company of its obligation (if any) to effect such registration, qualification or compliance registrations of Registrable Securities pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares3 below;
(iii) use its best efforts if, upon receipt of a registration request pursuant to cause this Section 2, the Company is advised in writing by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company (a "Company Offering") that, in such firm's opinion, a registration at the time and on the terms requested would materially adversely affect such Company Offering that had been contemplated by the Company prior to the notice of the Initiating Holders, the Company shall not be required to effect a registration pursuant to this Section 2 until the earliest of (A) three months after the completion of such Company Offering, (B) the termination of any "black out" period, if any, required by the underwriters to be declared effective by applicable to any Holder who has requested to have any Registrable Securities registered in connection with such registration, (C) promptly after abandonment of such Company Offering or (D) four months after the Commissiondate of written notice from the Initiating Holders demanding registration pursuant to this Section 2;
(iv) keep such if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement effective for would require the disclosure of nonpublic material information the disclosure of which would have a period of one year material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President or any Vice President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the Management Stakeholders have completed earlier of (A) the distribution described in date upon which such material information is disclosed to the registration statement, whichever first occurs;public or ceases to be material or (B) 90 days after the Company makes such good faith determination; and
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such this Section 2.1 shall not be applicable if a shelf registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto under Section 3.6 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Philips International Realty Corp)
Request for Registration. (a) Upon Pursuant to this Section 4.1(a), at any time after the receipt by EMCON Company becomes eligible to register shares of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file Commission pursuant to a registration statement with on Form S-3, the Securities and Exchange Commission Initiating Holder shall be entitled to present to the Company one written request (the "CommissionStockholder Request") and that the Company effect a registration of Registrable Securities held by some or all of the Stockholders; PROVIDED, HOWEVER, that the Initiating Holder shall have no obligation to present the Stockholder Request unless at least 100,000 shares of Registrable Securities in the aggregate are covered by such registrationsrequest. In addition, qualifications and compliances in the event of the death of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. prior to the first anniversary of the date hereof, the Initiating Holder shall be entitled to present to the Company one written request (the "Boye Estate Request") that the Company effect a registration of all or a portion of the Boye Estate Shares, but in no event shall the Company be required to effect such registration prior to its becoming eligible to register shares of Common Stock with the Commission pursuant to a registration statement on Form S-3 . If the Company shall receive from the Initiating Holder a Request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will use its reasonable best efforts to effect a Demand Registration as soon as practicable after receipt of the Request (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under (except that the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated required to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) in qualify the offering under the blue sky laws of any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process unless EMCON the Company is already subject to service in such jurisdiction jurisdiction) and except as required by appropriate compliance with applicable regulations issued under the Securities Act and (BAct) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with so requested and as would permit or facilitate the provisions sale and distribution of all or such portion of such Registrable Securities as are specified in such request; PROVIDED that, after the Securities Act with respect Company has effected a Demand Registration pursuant to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses Stockholder Request, the Initiating Holder may not make any further Stockholder Requests; and other documents incident theretoPROVIDED, including any amendment of or supplement FURTHER, that, after the Company has effected a Demand Registration pursuant to the prospectusBoye Estate Request, as a Management Stakeholder from time to time the Initiating Holder may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at not make any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a further Boye Estate Requests. The registration statement filed pursuant to this Sectiona Request of the Initiating Holder may, enter into an underwriting agreement reasonably necessary subject to effect the offer provisions of Section 4.1(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (collectively, "Other Stockholders") and sale may include securities of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests Company being sold for the underwriting agreement will contain customary contribution provisionsaccount of the Company.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon the receipt occurrence of a Registration Trigger Event, if the Company shall receive from a Holder (or, in the event there is more than one Holder as a result of the issuance by EMCON the Company of Exchange Notices from Management Stakeholders holding the Notes, the aggregate Principal Company shall receive written notice from such Holders acting with respect to their rights under this Agreement according to a vote of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price a majority-in-interest of the EMCON Common Stock on Holders) a written request that the principal market on which Company effect any registration with respect to any Registrable Securities, the Company shall use its commercially reasonable efforts to effect such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request in the states specified in such request. Notwithstanding the foregoing, the Company shall not be obligated hereunder to effect such registration unless the proposed public offering price of the EMCON Common Stock issuable upon securities to be included in such registration shall be at least $100,000 (before deducting underwriting discounts and commissions). If the full exchange registration request pertains to any Registrable Securities not yet outstanding because conversion rights have not been exercised, Company may condition the registration of such securities on an irrevocable undertaking to pay all expenses incident to such registration if such conversion rights are not exercised prior to the effective date of the Notes by registration statement. Subject to the Management Stakeholders previous paragraph, the Company shall file (i) a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company in ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so requested to be registered ("Management SharesRegistration Statement"); (ii) such state securities filings as shall have been requested by the Holder; and (iii) any required filings with The Nasdaq Stock Market, Inc. or exchange where the Shares are traded, as soon as practicable, after receipt of the request of the Holder. Thereafter the Company shall use its best efforts to have such Registration Statement and other filings declared effective.
(i) Subject to the conditions contained in Section 3(a) above, if the Company fails to file a Registration Statement complying with the requirements of this Agreement within 45 days from the date of receipt by the Company of the Holder's written request (provided, however, that EMCON under the circumstances described in 3(e)(i)(ii) or (iii) below the Company may have an additional 45 days thereafter to file such Registration Statement by providing written notice to the Holders requesting such registration indicating that the Company is diligently pursuing the filing of such Registration Statement) or if such Registration Statement has not become effective within 90 days from the date of filing thereof, the Holder shall not be obligated have, in addition to effect such registrationand without limiting any other rights it may have at law, qualification in equity or compliance pursuant under the Notes, the Subscription Agreement, or this Agreement (including the right to specific performance), the right to receive, as liquidated damages, the payments as provided in subparagraph (ii) of this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;section.
(ii) promptly give notice to all Management Stakeholders If after ninety (90) days from the date of filing of the expected registration of Statement, the Management Shares;
Registration Statement has not been declared effective by the Commission because the Company (iiiA) has been negligent in timely responding to any comments from the Commission on the Registration Statement; (B) has failed to use its best commercially reasonable efforts to cause such registration the Registration Statement to be declared effective by the Commission;; (C) has otherwise acted in bad faith in honoring its commitment to cause the Registration Statement to be declared effective; (D) has commenced a corporate action such as an acquisition, merger divestiture, asset sale, reorganization or similar transaction; or (E) has filed a Registration Statement with the Commission to issue public securities in accordance with the Securities Act which does not include a registration of the Registrable Securities, then the Company shall pay to the Buyer an amount equal to 3% of the Initial Principal Amount (as defined in the Note) in cash, for each 30-day period after the ninety (90) day period that such Registration Statement is not effective (which payment shall be pro rata for any period of less than 30 days). In addition to the foregoing, if after 180 days from the date hereof the Registration Statement has not been declared effective by the Commission due to any of the causes described in clauses (A) through (E) of this paragraph 3(b)(ii), then at the option of such Holder, the Company shall be required to redeem all the Notes held by such Holder at a redemption price equal to 140% of the Initial Principal Amount of the Note plus accrued interest thereon, together with all other payments due under this paragraph and under the Note and the Agreement.
(iii) The Company acknowledges that its failure to register the Registrable Securities in accordance with this Agreement will cause the Holder to suffer damages in an amount that 3 will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Registration Rights Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provisions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty.
(iv) In computing the time periods provided in this paragraph 3(b), any delays arising from the failure or refusal of any Holder to provide information which the Company's counsel or the Commission states in writing is required for inclusion on the Registration Statement within ten (10) days of a written request by the Company to provide such information, shall increase the number of days for the Company to act by a corresponding number.
(c) If there is more than one Holder, such Holders shall act with respect to their rights under this Agreement according to the vote of a majority-in- interest of the Holders.
(d) The Company shall make available for inspection by a representative or representatives of the Holder, and any attorney or accountant retained by such Holder, all financial and other records customary for such purposes, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, attorney or accountant in connection with such Registration Statement. The Holder will agree to keep all non-public information supplied to it confidential until such information is included in a Registration Statement which has been made publicly available.
(e) The Company shall not be obligated to keep such registration statement Registration Statement continuously effective for a period of one year or until more than two years from the Management Stakeholders have completed date it is declared effective by the distribution described in Commission; provided, however, that if so requested by the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions holders of a majority-in-interest of the Registrable Securities Act with respect the Company shall agree to extend the period for which the Registration Statement remains effective to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement same extent that "suspension periods" are imposed pursuant to the prospectusnext paragraph, but only so long as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock the then unsold Registrable Securities covered by such registration statement Registration are too numerous to be sold under the volume limitations of Rule 144 in any applicable three-month period by any holder. Following the effectiveness of the Registration Statement pursuant to this Agreement, the Company may, at any time when a prospectus relating thereto is required time, suspend the effectiveness of such Registration Statement and sales thereunder for up to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementforty-five (45) days, as then in effectappropriate (a "Suspension Period"), includes an untrue statement of a material fact by giving notice to each holder (or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchangeunderwriter, if any) selling thereunder, if the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure (i) may have a material adverse effect on which similar securities issued by EMCON are then listed;
the Company, (ixii) otherwise may have a material adverse affect on the transaction or matter to be disclosed, or (iii) would be detrimental to the Company or its stockholders. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., ninety (90) days) may occur in immediate succession, and the Company shall use its best efforts to comply with all applicable rules limit the duration and regulations number of any suspension periods. Holder agrees (and shall require that any underwriter agree) that, upon receipt of any notice from the Company of any Suspension Period, Holder shall forthwith discontinue disposition of shares covered by the Registration Statement and related prospectus or other offering materials (the "Prospectus") until such Holder (i) is advised in writing by the Company that the use of the Commission; and
applicable Prospectus may be resumed, (xii) has received copies of a supplemental or omitted Prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsProspectus.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Citadel Computer Systems Inc)
Request for Registration. Commencing on the 91st day after the Effective Date and ending on the first anniversary of the Effective Date, any one or more of the Stockholders may request (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notescollectively, the aggregate Principal of "Requesting Stockholders," which may be exchanged for EMCON Common Stock with an aggregate valueterm shall include parties deemed "Requesting Stockholders" pursuant to Section 2(b)(vi) hereof) in writing (a "Demand Request"), based on that the closing price of Company effect the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933that number of Shares requested and owned by the Requesting Stockholders (a "Demand Registration"). Notwithstanding anything to the contrary set forth in this Agreement, as amended the Company shall in no event be required to effect, in the aggregate with respect to all of the Stockholders, more than one Demand Registration for each of DDJ Capital Management, LLC and Mitchell Hutchins Asset Management, Inc.; provided that, if any Regis▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ requested to be registered pursuant to a Demand Request under this Section 2(b)(i) are excluded from a registration pursuant to Section 2(b)(iv) below, the Requesting Stockholders shall have the right, with respect to each such exclusion, to one additional Demand Registration under this Section 2(b)(i) with respect to such excluded Registrable Securities. Subject to Section 2(b)(v), the Company shall file with the Commission, within 90 days after receiving a Demand Request (the "Securities ActRequired Filing Date"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by registration statement on an appropriate form under the Securities Act providing for the sale or distribution of those Registrable Securities subject to the Demand Registration, and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) shall thereafter use its best reasonable commercial efforts to cause such registration the same to be declared effective by the Commission;
Commission as promptly as practicable after such filing. Notwithstanding anything to the contrary set forth in this Agreement, (iv1) keep no Stockholder may make a Demand Request or participate in a Demand Registration unless, at the time thereof, (a) such Stockholder owns at least 10% of the then-outstanding shares of Common Stock or (b) certifies in writing to the Company that such Stockholder may be deemed to be an affiliate of the Company under the Securities Act; (2) the Company shall not be required to effect any Demand Registration pursuant to any registration statement effective for a period of one year or until other than the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement Shelf Registration Statement at any time when a prospectus relating thereto the Shelf Registration Statement is effective and may be used for such Demand Registration; and (3) the Company shall not be required to effect any Demand Registration of an offering and sale that can otherwise be delivered effected in compliance with Rule 144 under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsAct.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Samuels Jewelers Inc)
Request for Registration. If the Company shall receive from Initiating Holders, at any time after two (a2) Upon and prior to twenty four (24) months following the receipt final closing of the sale of the Preferred Stock pursuant to the Agreements, a written request that the Company effect a registration with respect to all, but not less than all, of the Registrable Shares held by EMCON such Initiating Holders (which notice shall specify the intended method of Exchange Notices from Management Stakeholders holding Notesdisposition), the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON willCompany shall:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission (the "Commission"to all other holders of Registrable Shares; and
ii) and as soon as practicable use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Shares of any holder or holders of Registrable Shares joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the full exchange of Company; provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
a) in any particular jurisdiction in which EMCON would be required after the Company has effected one such registration pursuant to execute a general consent to service of process unless EMCON is already subject to service in this Section 2(a) and such jurisdiction and except as required registration has been declared or ordered effective by the Securities Act Commission and the sale of such Registrable Shares shall have closed; or
b) within the period starting with the date thirty (30) days prior to the Company's good faith estimated date of filing of, and ending ninety (90) days following the effective date of, any registered offering of the Company's securities to the general public; or
c) more often than once in each eighteen (18) month period during the term of this agreement. Subject to the foregoing limitations in clauses (A) and (B) above, the Company shall file a registration statement covering the Registrable Shares so requested to be registered as soon as practicable after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders receipt of the expected registration request or requests of the Management Shares;
Initiating Holders, but no later than forty-five (iii45) use its best efforts to cause days following receipt of such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year request or until the Management Stakeholders have completed the distribution described requests, except in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is event audited financial statements not previously prepared are required to be delivered under prepared prior to the Securities Act filing of the happening of any event as a result of which the prospectus included in such registration statement, in which case such registration statement must be filed as then soon as practicable, but in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment event within ninety (90) days following receipt of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact request or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a requests. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer provision of Section 2(b) below, include Other Registrable Securities, other securities of the Company which are held by officers or directors of the Company or which are held by other holders of registration rights, and sale may include securities of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests Company being sold for the underwriting agreement will contain customary contribution provisionsaccount of the Company.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Securities Subscription Agreement (Spintek Gaming Technologies Inc \Ca\)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive, at any time after the earlier of Exchange Notices from Management Stakeholders holding Notes, (i) five years after the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on date hereof or (ii) nine months after the closing price of a Qualified Initial Public Offering (other than a registration relating solely to any Company employee benefit plan), a written request from the Holders (the "Initiating Holders") of at least 50% of the EMCON Common Stock on Registrable Securities then outstanding that the principal market on which Company file a registration statement under the Securities Act covering the registration of all or part of the Registrable Securities then held by such stock is traded on Initiating Holders (and covering at least 50% of the date of such Exchange NoticesRegistrable Securities then outstanding) (a "Qualifying Request"), $1,000,000 or morethen the Company shall, EMCON willsubject to Section 2(b) below:
(i) promptly file a Promptly give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and As soon as practicable, use its reasonable diligent efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all the portion of the EMCON Common Stock issuable upon Registrable Securities as are specified in the full exchange Qualifying Request, together with the portion of the Notes Registrable Securities of any Holder or Holders joining in such Qualifying Request as are specified in a written request made by such Holder(s) and received by the Management Stakeholders Company within 20 days after the written notice from the Company described in clause (i) above is received by such Holder(s).
(b) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2 (i) after the "Management Shares"Company has initiated two such registrations pursuant to this Section 2 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold), (ii) during any period starting 60 days prior to the proposed filing date of a registration statement of the Company and ending 180 days after the effective date of such registration statement or (iii) if the Registrable Securities requested to be included in a registration pursuant to this Section 2 may be registered on Form S-3 pursuant to Section 4 hereof.
(c) Subject to Section 2(b) above, the Company shall file a registration statement covering the Registrable Securities requested to be registered pursuant to Section 2(a) as soon as practicable after receipt of the Qualifying Request; provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(Aif (i) in any particular jurisdiction in which EMCON the good faith judgment of the Board of Directors of the Company, such registration would be required detrimental to execute the Company, and the Board of Directors of the Company concludes, as a general consent result, that it is essential to service defer the filing of process unless EMCON is already subject to service in such jurisdiction registration statement at such time, and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice the Company shall furnish to all Management Stakeholders the Initiating Holders a certificate signed by a senior officer of the expected registration of Company to such effect, then the Management Shares;
(iii) use its best efforts Company shall have the right to cause defer such registration to be declared effective by the Commission;
(iv) keep such registration statement effective filing for a period of one year or until not more than 120 days after receipt of the Management Stakeholders have completed Qualifying Request; and, further provided that the distribution described Company shall not defer its obligation in the registration statement, whichever first occurs;this manner more than once in any twelve-month period.
(vd) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a The registration statement filed pursuant to a Qualifying Request may, subject to the provisions of Section 2(e) hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. Any securities to be registered pursuant to a Qualifying Request shall be allocated in the same manner as set forth in Section 9 hereof.
(e) If the Initiating Holders intend to distribute the Registrable Securities covered by their Qualifying Request by means of an underwriting, they shall so advise the Company as part of their Qualifying Request made pursuant to Section 2(a), and the Company shall include such information in its written notice referred to in Section 2(a)(i). In such event, the right of any Holder to registration pursuant to this SectionSection 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If the Company requests inclusion in any registration pursuant to this Section 2 of securities being sold for its own account, or if other Persons shall request inclusion in any registration pursuant to this Section 2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on the Company's and such Persons' acceptance of the applicable provisions of this Agreement. The Company shall (together with all Holders and other Persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement reasonably necessary to effect in customary form with the offer and sale representative of EMCON Common Stock, provided the underwriter or underwriters selected for such underwriting agreement contains customary underwriting provisions and provided further that by a majority in interest of the Initiating Holders, which underwriters must be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the underwriter so requests representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares sought to be included by the Company and any Persons other than the Holders requesting inclusion in such registration shall be reduced to the extent required by the representative of the underwriters and the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all such other securities are first entirely excluded; thereafter, the number of shares to be included in the underwriting agreement will contain customary contribution provisions.
(b) During or registration shall be allocated as set forth in Section 9 hereof. If a Person who has requested inclusion in such registration as provided above does not agree to the period that EMCON's terms of any such underwriting, such Person shall be excluded therefrom by written notice from the Company, the representative of the underwriters or the Initiating Holders, and the securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration statement is effective and if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 32(e), then the Management Stakeholders Company shall comply offer to all Holders who have retained rights to include Registrable Securities in the registration the right to include additional Registrable Securities (that were initially requested to be included in such registration) in such registration in an aggregate amount equal to the number of shares so withdrawn, with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictionssuch shares to be allocated among such Holders in accordance with Section 9.
Appears in 1 contract
Sources: Registration Rights Agreement (Insignia Financial Group Inc /De/)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from an ------------------------ Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i1) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(2) as soon as practicable, use its diligent best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (Company within 10 business days after written notice from the "Management Shares")Company is given under Section 2(a)(i)(1) above except as set forth in Section 2(a)(ii) below; provided, however, provided that EMCON the Company shall not -------- be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2(a):
(A) in In any particular jurisdiction (x) in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder, or (y) where expressions of investment interest are not sufficient in such jurisdiction to reasonably justify the registration or qualification in such jurisdiction;
(B) after EMCON After the Company has already effected one five (5) such registration, qualification registrations pursuant to this Section 2(a) and such registrations have been declared or complianceordered effective and the sales of such Registrable Securities shall have closed;
(iiC) promptly give notice If the Registrable Securities requested by all Holders to all Management Stakeholders be registered pursuant to such request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of the expected registration of the Management Sharesless than $5,000,000;
(iiiD) use If the Company shall furnish to the Initiating Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its best efforts to cause such stockholders for a registration statement to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described filed in the registration statementnear future, whichever first occurs;
(v) prepare and file with in which case the Commission such amendments and supplements Company's obligation to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holder; provided, however, that the Company shall -------- ------- not exercise such right more than once in any 360 day period.
(3) Notwithstanding anything to the contrary set forth herein, Landmark may initiate a total of three (3) requested registrations as an Initiating Holder and regulations the 2001 Holders may initiate a total of one (1) requested registration under this Section 2(a). The 2001 Holders may only initiate such requested registration as an Initiating Holder under the Commissionfollowing conditions:
(A) The 2001 Holders (or their permitted transferees) shall have requested such registration prior to March 1, 2005;
(B) Such request constitutes a request by the holder or holders of at least 75% of Registrable Securities held by the 2001 Holders (or their permitted transferees); and
(xC) Landmark shall have consented in connection with writing to such requested registration by the 2001 Holders (or their permitted transferees); provided, however, that such written consent from Landmark -------- ------- shall not be required if either (a) Landmark does not own any underwritten offering pursuant Registrable Securities and the Company has no outstanding indebtedness of any kind to a Landmark, or (b) each of the conditions under Section 2(l) have been satisfied. If any of the other Holders request such inclusion, the registration statement filed pursuant to this Sectionthe request of the Initiating Holder may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2(a)(ii) below, provided include Registrable Securities held by such underwriting agreement contains customary underwriting provisions and provided further that if Holders. In the underwriter so event any Initiating Holder requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's a registration statement is effective pursuant to this Section 32(a) in connection with a distribution of Registrable Securities to its affiliates, the Management Stakeholders registration shall comply with all applicable EMCON policies regarding trading of securities provide for the resale by insiders and members of managementsuch affiliates, including the observance of "window period" and other restrictionsif requested by such Initiating Holder.
Appears in 1 contract
Sources: Registration Rights Agreement (Coolsavings Com Inc)
Request for Registration. (a) Upon Subject to the receipt by EMCON conditions of Exchange Notices this Section 1.2, if the Company shall receive at any time ubsequent to the Effective Date of this Agreement, a written request from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on Holder that the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly Company file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under Act covering the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution registration of all of the EMCON Common Stock issuable upon Registrable Securities then outstanding, then the full exchange Company shall (i) give written notice of such request to the Holder promptly following receipt of such request and (ii) subject to the limitations of subsection 1.2(b), use its reasonable efforts to effect as soon as practicable (and in any event within one hundred twenty (120) calendar days of the Notes receipt of such request) the registration under the Act of all Registrable Securities of the Holder in accordance with Section 1.2(c).
(b) If the Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection1.2(a). The underwriter will be selected by the Management Stakeholders Company and shall be reasonably acceptable to the Holder requesting registration. The Holder, if proposing to distribute its securities through such underwriting shall (together with the "Management Shares"Company as provided in subsection 1.3(e)) enter into an underwriting agreement, or similar agreement, in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, the Holder shall agree to reduce to the number of shares included in the underwriting. In the event that the number of securities being registered is reduced pursuant to this Section 1.2(b), the Holder of the Registrable Securities which were not included in the registration shall be treated as if there had been no registration effected pursuant to this Section 1.2 and shall be entitled to the benefit of Section 1.2 with respect to the Registrable Securities which were not included as if the registration pursuant to Section 1.2 had not been requested; provided, however, that EMCON any registration with respect to the Registrable Securities which were not included shall not be required to become effective within 180 days of the effective date of the first registration. The Company shall not be obligated to effect such registrationeffect, qualification or compliance to take any action to effect, any registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would 1.2, if the Holder proposes to dispose of shares of Registrable Securities that may be required registered on Form S-3 pursuant to execute a general consent request made pursuant to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;Section 1.8.
(iic) promptly give notice to all Management Stakeholders The Holder may not include any of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described Registrable Securities in the registration statementstatement pursuant to this Agreement unless it furnishes to the Company in writing, whichever first occurs;
(v) prepare and file prior to or on the 15th calendar day after receipt of a request therefore, such information as the Company may reasonably request for use in connection with the Commission such amendments and supplements to such registration statement and the prospectus used in any application to be filed with or under state securities laws. In connection with all such registration statement as may be necessary to comply with requests for information from the provisions Holder, the Company shall notify the Holder of the Securities Act with respect requirements set forth in the preceding sentence. The Holder agrees to furnish promptly to the disposition of Company all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is information required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included disclosed in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary order to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered information previously furnished to the purchasers of such shares, such prospectus shall Company by the Holder 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsmaterially misleading.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (KFX Inc)
Request for Registration. If, on or after the earlier of (ay) Upon six months after the receipt by EMCON closing of Exchange Notices from Management Stakeholders holding Notesthe Company’s initial Qualifying Public Offering or (z) January 1, 2010, the aggregate Principal of which may be exchanged for EMCON Common Stock Company shall receive from Sterling a written request that the Company effect any registration with an aggregate value, based on the closing price respect to all or part of the EMCON Common Stock on Registrable Securities, the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i1) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Investors; and
(the "Commission"2) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within twenty-five (25) days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Company pursuant to Sections 2 or 3 hereof; provided, however, that EMCON the Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(A) With respect to a registration requested by Sterling after the Company has effected a total of two such registrations pursuant to this Section 2 upon the request of Sterling, and all such registrations have been declared or ordered effective, maintained effective for at least 12 months (or less if all the Registrable Securities included therein are sooner sold) and the sale of not less than 80% of the Registrable Securities requested to be registered by Sterling in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in each such jurisdiction and except as required by the Securities Act and request shall have closed;
(B) after EMCON If the Company has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use not yet sold its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect Common Stock to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering public pursuant to a registration statement filed pursuant to this Sectionwith, enter into an underwriting agreement reasonably necessary to effect and declared effective by, the offer and sale Commission under the Securities Act, and, within thirty (30) days after receipt of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective a request pursuant to this Section 2, the Company informs Sterling that in lieu of registering the Registrable Securities of the Holders, the Company intends to register and sell securities for its own account within four (4) months of receipt of such request pursuant to this Section 2 and the Company gives the Holders the notice required by Section 3(a)(i) of this Agreement; or
(C) If such offering is the Company’s initial public offering and is not a Qualifying Public Offering. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of Sterling. For purposes of a registration under this Section 2, Sterling shall have the right to select the counsel for all of the selling Holders. Notwithstanding the foregoing, the Company may delay the filing of any registration statement requested pursuant to this Section 2 for a reasonable period of time (not to exceed 120 days) if within five days of the decision of the board of directors of the Company to delay such filing, the Company provides Sterling with a certificate signed by the Chairman of the board of directors of the Company stating that, in the good faith judgment of the board of directors of the Company, either (i) the filing of the registration statement would require disclosure of information not otherwise then required to be disclosed and that such disclosure would adversely affect any material business opportunity, transaction or negotiation then contemplated by the Company or (ii) such registration is not then in the best interests of the Company in the event the Company has not yet completed a Qualifying Public Offering; provided, however, that any decision pursuant to this clause (ii) must be made by two-thirds of the directors. The Company shall give prompt notice to Sterling of the end of any delay period under this subsection. The registration statement filed pursuant to the request of Sterling may, subject to the provisions of Section 2(b) below, include Registrable Securities for which inclusion in the registration statement is requested pursuant to Section 3, securities (other than Registrable Securities) of the Management Stakeholders shall comply Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with all applicable EMCON policies regarding trading the Company, are entitled to include their securities in any such registration (the “Other Stockholders”), or securities of securities by insiders and members of management, including the observance of "window period" and other restrictionsCompany for its own account.
Appears in 1 contract
Sources: Registration Rights Agreement (Fairway Group Holdings Corp)
Request for Registration. At any time after the earlier of (ai) Upon the receipt by EMCON one (1) year anniversary of Exchange Notices from Management Stakeholders holding Notes, date hereof or (ii) such time as the aggregate Principal of which may be exchanged closing bid price for EMCON the Common Stock with an aggregate value, based on equals at least five (5) times the closing bid price of the EMCON Common Stock on the principal market on which such stock is traded on date hereof, a Holder may make a written request to the date of such Exchange NoticesCompany (a "Demand Request"), $1,000,000 or more, EMCON will:
(i) promptly file a for the registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, all or part of such Holder's Registrable Shares (a "Demand Registration") so as amended to permit a public offering and sale of such Registrable Shares for up to twelve (12) consecutive months in accordance with the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")manner specified in such notice; provided, however, that EMCON the Company shall not be obligated to effect such registration, qualification or compliance register Registrable Securities pursuant to this Section 3(a)(i)(Asuch request: (i) in any particular jurisdiction in which EMCON the Company would be required to qualify to do business or to execute a general consent to service of process unless EMCON in effecting such registration when it was not then so qualified and had not filed such a consent; (ii) if the Company determines upon advice of counsel to the Company that the filing of such a registration statement would require the disclosure of material non-public information about the Company, the disclosure of which could have a material adverse effect on the business or financial condition of the Company and provides written notice of such determination to the requesting Holders, in which event no such registration statement shall be filed until the earlier of the lapse of ninety (90) days from the date of delivery of such notice or the Company's determination that such information is already subject no longer required to service be disclosed, is not material or non-public or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that (A) the Company shall evaluate all relevant facts and circumstances no less often than once every thirty (30) days in order to determine whether such jurisdiction information is no longer required to be disclosed, is not material or non-public or its disclosure would not have a material adverse effect on the business or financial condition of the Company and except as required by shall promptly notify the Securities Act requesting Holders of such determination; and (B) after EMCON has already effected one such registration, qualification or compliance;
the Company may not exercise its right under this clause (ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
and clause (iii) below more than once in any 12-month period and the aggregate number of days of any such deferral shall not exceed 90; or (iii) if the Company is in the process of consummating an underwritten primary registration at the time that a Demand Request is made, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions such Demand Registration would have a Material Adverse Effect on the Company's underwritten primary egistration; provided, however, that (A) a copy of such written opinion shall be promptly provided to each Requesting Holder; (B) within twenty (20) days after receiving such written opinion, the Holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company and, if so withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement; and (C) a deferral of the filing of a registration statement pursuant to this clause (iii) shall be lifted, and the requested registration statement shall be filed forthwith upon the effectiveness of the Company's underwritten primary registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(a) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Section 2 or Section 3 hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been so requested. Such request shall specify the number of Registrable Shares proposed to be sold and the intended method of disposition thereof. Upon receipt of such request, the Company shall promptly (but in any event within ten (10) days after receipt) give written notice of such registration request to all Holders. Such Holders shall have the right, by giving written notice to the Company within ten (10) days after the receipt of notice from the Company, to elect to have included in such registration all or part of their Registrable Shares as such Holders may request in such notice of election. Each such request will also specify the number of Registrable Shares to be registered and the intended method of disposition thereof. The Company shall file the Demand Registration within (i) forty-five (45) days if the Company is eligible to use Form S-3 or any substitute form adopted by the Commission ("Short-Form Registration") or (ii) sixty (60) days if the Company is not eligible to use such Short-Term Registration, after receiving a Demand Request (the "Required Filing Date") and shall use its best efforts to cause such registration the same to be declared effective by the Commission;
(iv) keep Commission as promptly as practicable after such registration statement effective for a period of one year or until filing. Notwithstanding the Management Stakeholders have completed foregoing, in no event shall the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may Company be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
effect more than two (viii2) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective Demand Registrations pursuant to this Section 32(a); provided, however, that if a Holder elects to include all or part of such Holder's Registrable Shares in a Demand Registration, such registration shall not be counted as one of the Management Stakeholders shall comply with registrations permitted hereunder unless such Holder is permitted to include in the Demand Registration all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictionsRegistrable Shares that it desires to sell due to the limitations contained in Section 2(d) hereof.
Appears in 1 contract
Request for Registration. (a) Upon At any time following the receipt by EMCON of Exchange Notices from Management Stakeholders holding NotesRequired ------------------------ Filing Date when a Shelf Registration Statement is not effective pursuant to Section 2 hereof, the aggregate Principal Holders of which Registrable Securities constituting at least majority of all Registrable Securities at the time may be exchanged for EMCON Common Stock request, in writing (a "Demand Request"), that the Company prepare and file with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file Commission a --------------- "shelf" registration statement with the Securities and Exchange Commission (the "CommissionDemand Registration Statement") and effect all such registrations, qualifications and compliances (including, without limitation, on the execution of ----------------------------- appropriate form for an undertaking offering to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued be made on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), and or any other governmental requirements successor rule or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"similar provision then in effect); provided, however, that EMCON the Company shall not be obligated required to effect ----------------- file such registrationDemand Registration Statement unless, qualification or compliance pursuant in the reasonable opinion of legal counsel to this the Holders so requesting, such registration is required in order for such Holders to transfer their Registrable Securities and deliver unlegended certificates to the purchaser(s) thereof; provided, further, that, subject to Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would 5(e), the ----------------- Company shall not be required to execute effect more than two Demand Registration Statements. Each Demand Request so made by a general consent Holder shall specify the number of Registrable Securities proposed to service of process unless EMCON is already subject be sold. Subject to service in such jurisdiction Section 3(g), the Company shall file the Demand Registration Statement within 30 days after receiving a Demand Request (the "Target Filing Date") and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) shall use its best efforts to cause such registration ------------------ the same to be declared effective by the Commission;
(iv) Commission as promptly as practicable after such filing and to keep such registration statement Demand Registration Statement continuously effective for a period beginning on the date such Demand Registration Statement is declared effective and ending on the earlier of one year (i) the date which is [twelve] months following such date, or until (ii) the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the date on which all Registrable Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Demand Registration Statement have been disposed of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsthereto.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Frontier Airlines Inc /Co/)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive at any time after the earlier of Exchange Notices from Management Stakeholders holding Notes(i) January 1, 2007 or (ii) six (6) months after the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price effective date of the EMCON Common Stock on first registration statement for a public offering of the principal market on which such Company’s securities (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock is traded on option plan, stock purchase plan or other similar plan or a SEC Rule 145 transaction), a written request from the date Holders of such Exchange Noticesten percent (10%) or more of the Registrable Securities then outstanding that the Company file a registration statement under the Act, $1,000,000 or more, EMCON willthen the Company shall:
(i) promptly file within twenty (20) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts to effect as soon as practicable, and in any event within one hundred fifty (150) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of Sections 3.1Error! Reference source not found. and (c), as specified by the Holders in a written request received by the Company within twenty (20) days after receipt of the Company’s notice required pursuant to clause (i) above.
(b) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Company’s Board of Directors (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.
(c) Notwithstanding anything else set forth in this Section 3.1, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 3.1:
(i) After the Company has effected two registrations pursuant to this Section 3.1 and such registrations have been declared or ordered effective;
(ii) During the period starting with the Securities date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and Exchange Commission ending on a date one hundred eighty (180) days after the "Commission"effective date of, a registration subject to Section 2.1 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iii) and effect all such registrations, qualifications and compliances within twelve (12) months of the effective date of another registration effected pursuant to this Section 3.1; or
(d) The Company may include in any registration under this Section 3.1 any other shares of Common Stock (including, without limitation, issued and outstanding shares of Common Stock as to which the execution of an undertaking to file post-effective amendments, appropriate qualifications under holders thereof have contracted with the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"Company for “piggyback” registration rights), and any other governmental requirements or regulationsso long as the inclusion in such registration of such shares (i) as would permit or facilitate will not, in the sale and distribution of all opinion of the EMCON Common Stock issuable upon the full exchange managing underwriter, if such offering is an underwritten offering, of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification interfere with the successful marketing in accordance with the intended method of sale or compliance other disposition of all the shares of Registrable Securities sought to be registered by the Holder or Holders of Registrable Securities pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction 3.1 and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of will not result in the expected exclusion from such registration of any Registrable Securities. If it is determined as provided above that there will be such interference, the Management Shares;
(iii) use its best efforts to cause such registration other shares of Common Stock sought to be declared effective included by the Commission;
(iv) keep such registration statement effective for a period Company or holders of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may capital stock which are not Registrable Securities shall be necessary to comply with the provisions of the Securities Act with respect excluded to the disposition of all securities offered extent deemed appropriate by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment managing underwriter of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement After compliance with the Securities and Exchange Commission procedures set forth herein, upon the written request of any Holder (other than Management) (the "CommissionRequesting Party") ), at any time after, 2004 [insert date 180 days after effectiveness] (and subject to the procedures of this paragraph), requesting that the Company effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued registration under the Securities Act and/or applicable Canadian Securities Laws of 1933, as amended (all or part of the "Registrable Securities Act")and specifying the intended method of disposition thereof, and provided that such Holder beneficially owns more than 1% of the outstanding shares of Common Stock or shares or securities exchangeable for or convertible into more than 1% of the outstanding shares of Common Stock, the Company will use its best efforts to effect the registration under the Securities Act and applicable Canadian Securities Laws of such Registrable Securities (which registration shall also include any Registrable Securities requested by the other Holders to be included in such registration request made by the Requesting Party). Prior to making such request, the Requesting Party shall notify the other Holders (other than Management) of its intent to make such request and, upon the affirmative decision of the Majority Holders (other than Management) to proceed with such request, afford such other Holders the opportunity to include Registrable Securities in such request. The Requesting Party, any other governmental requirements or regulations) as would permit or facilitate selling Holder and the sale Company shall consult with one another at the beginning of, and distribution of all throughout, the registration process to coordinate the timing of the EMCON proposed offering, among other things, with respect to the existence of any material business combination discussions that may be ongoing. So long as the IDSs and/or underlying Common Stock issuable upon and Subordinated Notes are listed and/or registered in both the full exchange United States and Canada, any such demand for registration and the intended method of disposition thereof shall take the form of a dual offering in the United States and Canada similar to the initial public offering of the Notes Company, or any other form as specified by the Management Stakeholders Majority Sellers. Notwithstanding the foregoing, in no event shall the Company have any obligation to effect an underwritten public offering under this Section 2.1 unless the amount of the Registrable Securities requested to be included in such offering would result in initial aggregate proceeds (determined at the "Management Shares")time of the time of the initial filing of the registration statement relating thereto) in excess of $10,000,000; provided, however, that EMCON shall not be obligated to effect such registrationif the Holders have at least one demand registration right remaining, qualification or compliance the Holders may make a demand registration pursuant to this Section 3(a)(i)(A) 2.1 if such demand registration is for the remaining shares of Registrable Securities of such Holders, even if such offering would result in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by initial aggregate proceeds (determined at the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders time of the expected registration time of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by initial filing of the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described relating thereto) less than $10,000,000. Notwithstanding anything in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect this Article II to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident theretocontrary, including any amendment of or supplement in no event will the Holders collectively be entitled to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective more than three registrations pursuant to this Section 32.1, except that the Management Stakeholders following shall comply with all applicable EMCON policies regarding trading not constitute a registration for this purpose: a registration so requested (i) that is not deemed to have been effected pursuant to Section 2.3 or (ii) where the number of securities Registrable Securities included by insiders the Holders in such registration and members sold pursuant thereto is less than 75% of management, including the observance number of "window period" and other restrictionsshares of Registrable Securities sought to be included by the Holders in such registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Volume Services America Inc)
Request for Registration. (a) Upon the receipt by EMCON written request of Exchange Notices from Management Stakeholders holding NotesNorth Castle I, NCP I Sub, North Castle I–A and North Castle II (the “Initiating Holder”) at any time after the date hereof requesting that the Company effect pursuant to this Section 7 the registration (a “Demand Registration”) of any of such Initiating Holders’ Registrable Securities under the Securities Act (which request shall specify the Registrable Securities so requested to be registered, the aggregate Principal proposed amounts thereof, and the intended method of which may be exchanged for EMCON Common Stock with an aggregate valuedisposition by the Initiating Holders), based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date Company shall promptly give written notice of such Exchange Noticesrequested registration to all Stockholders, $1,000,000 or moreand thereupon the Company will, EMCON will:as expeditiously as reasonably possible, use its commercially reasonable efforts to effect the registration under the Securities Act of
(i) promptly file a registration statement the Registrable Securities which the Company has been so requested to register, for disposition in accordance with the intended method of disposition stated in such request, and
(ii) all other Registrable Securities owned by Stockholders, the holders of which shall have made a written request to the Company for registration thereof (which request shall specify such Registrable Securities and Exchange Commission (the "Commission"proposed amounts thereof) and effect within 30 days after the receipt of such written notice from the Company, all such registrations, qualifications and compliances (including, without limitation, to the execution of an undertaking extent requisite to file post-effective amendments, appropriate qualifications under permit the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under disposition by the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all holders of the EMCON Common Stock issuable upon securities constituting Registrable Securities so to be registered, provided that the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated required to effect such registration, qualification or compliance any registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute 7 if it is a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to which the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto Company is not required to be delivered under pay expenses pursuant to Section 7(b)(i) unless the Securities Act Company shall have received assurances satisfactory to it that the Initiating Holders will bear the expenses of the happening of any event registration and provided, further, that each other Stockholder proposing to register securities as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment part of such prospectus as may be necessary so that, as thereafter delivered Demand Registration shall agree in writing to the purchasers pay its pro rata share of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsexpenses.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Stockholders Agreement (Leiner Health Products Inc)
Request for Registration. (a) Upon If after the receipt by EMCON date Alliance shall receive a request from any holder of Exchange Notices from Management Stakeholders holding Notes, Registrable Securities (including Warrants) that Alliance effect any registration under the aggregate Principal of Securities Act to which may be exchanged for EMCON Common Stock such holder is entitled under this Section 3 (including without limitation any related qualification under or compliance with an aggregate value, based on the closing price blue sky or other state securities laws) with respect to all or a part of the EMCON Common Stock on the principal market on which Registrable Securities owned by such stock is traded on the date holder, then Alliance shall promptly give notice of such Exchange Noticesrequest to each other holder of Registrable Securities, $1,000,000 or more, EMCON will:
(i) and Alliance shall thereupon promptly file a registration statement with the Securities use its best efforts diligently to effect such Requested Registration and Exchange Commission (the "Commission") and effect all such registrations, related qualifications and compliances within 120 days after receiving such request for registration (including, including without limitation, limitation the execution of an undertaking to file post-post- effective amendments, amendments and appropriate qualifications under or other compliance with the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under laws) as may be reasonably requested by the holder of Registrable Securities Act of 1933, as amended who made the original request (the "Original Requesting Holder") and by the holders of Registrable Securities Actwho make requests to Alliance within 15 days after the giving of the aforesaid notice by Alliance (each of the foregoing an "), Other Requesting Holder") and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Registrable Securities as are specified in any such request; provided, however, that EMCON Alliance shall not be obligated to take any action to effect such registration, a Requested Registration or any related qualification or compliance pursuant to this Section 3(a)(i)(A3:
(i) in any particular jurisdiction in which EMCON would be required if the Requesting Holders do not request to execute a general consent to service of process unless EMCON is already subject to service include in such jurisdiction and except registration Registrable Securities (issued or issuable on exercise of the Warrants) having an aggregate Current Adjustment Price (as required by defined in the Securities Act and Warrant), determined as of the date of the notice from the Original Requesting Holder under Section 3.01(a) of (A) at least $750,000 for the holders' first Requested Registration or (B) after EMCON has already effected one such registration, qualification or complianceat least $250,000 for the holders' second Requested Registration;
(ii) promptly give notice to all Management Stakeholders if Alliance shall have already effected two Requested Registrations on behalf of the expected registration holders of the Management Shares;
Registrable Securities pursuant to this Section 3.01, each of which Requested Registrations (iiiA) use its best efforts to cause such registration to be has been declared or ordered effective (including without limitation qualification under or other compliance with state blue sky or securities laws requested) and which effectiveness has not been suspended or stopped by the Commission;
any governmental or judicial authority, and (ivB) keep such registration statement remains continuously effective for a period of time not less than the Effective Period; or
(iii) if, within 30 days after receipt of the initial request of the Original Requesting Holder pursuant to this Section 3.01, Alliance shall elect to include in such registration Ordinary Shares for its own account, whereupon Alliance shall notify each Requesting Holder that Alliance has elected to effect a Piggyback Registration and shall thereafter diligently proceed to do so, including therein the Registrable Securities as to which notice was given by the Requesting Holders pursuant to this Section 3.01, but subject to the limitations set forth in Section 2(b)(i) (it being understood, however, that such registration shall not be deemed to be a Requested Registration for the purposes of Sections 3.01(a)(ii) or 3.01(c)).
(iv) Notwithstanding the foregoing, (A) Alliance shall not be obligated to effect a registration pursuant to this Section 3 during the period starting with the date 60 days prior to Alliance's good faith estimated date of filing of, and ending on a date 120 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of Alliance, provided that Alliance is at all times during such period diligently pursuing such registration, (B) Alliance shall not be obligated to effect a registration of Registrable Securities pursuant to this Section 3 pursuant to any request of Holders of Registrable Securities if such request is received after the receipt by Alliance of a request for registration pursuant to one year or until of the Management Stakeholders Registration Agreements, and any such registration pursuant to this Section 3 would likely result in a registration statement being declared effective prior to the date that is 90 days after the effective date of any such registration effected pursuant to the Registration Agreement, and (C) Alliance shall not be obligated to effect a registration pursuant to this Section 3 and shall have completed the distribution described right to defer such filing for a period of not more than 120 days after receipt of the request of holders of Registrable Securities, if Alliance shall furnish to such holders a certificate signed by the President of Alliance stating that in the good faith judgment of the Board of Directors of Alliance, it would be seriously detrimental to Alliance and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement; provided, whichever first occurs;however, that, subject to the limitation set forth in the proviso in Section 3.01(a)(ii), if Alliance shall no longer be eligible to effect a Short-Form Requested Registration following the deferral of registration pursuant to this paragraph, then the holders of Registrable Securities shall, subject to Section 3.01(a)(ii), be entitled to a Long-Form Requested Registration for each such deferral.
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement If at any time when after the holders' initial Requested Registration, a prospectus relating thereto is required request of the holders of Registrable Securities for a Requested Registration shall be denied by Alliance solely because the aggregate Current Adjustment Price of such Registrable Securities sought to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementis below the requisite dollar amount specified in Section 3.01(a)(i)(B), as then in effect, includes an untrue statement at the election of the holders of a material fact or omits majority of the then outstanding Registrable Securities, and in exchange for the right of the holders to state request a material fact required second Requested Registration under this Section 3, the holders shall be entitled to convert their Registrable Securities represented by Warrants (having an aggregate Current Adjustment Price for all holders of not more than $250,000) pursuant to Section 12 of the Warrant.
(b) If a Requested Registration becomes a Cutback Registration and the number of shares of Registrable Securities actually sold in such Requested Registration is not at least a majority of the number of shares of Registrable Securities requested to be stated therein or necessary to make the statements therein not misleading or incomplete included in the light of the circumstances such registration, then existing, and at the request of any (A) such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, such prospectus Requested Registration shall not include an untrue statement of a material fact or omit to state a material fact required be deemed to be stated therein or necessary a Requested Registration for the purposes of Section 3.01(a)(ii); and (B) notwithstanding that such Requested Registration is a Cutback Registration, Alliance shall continue to make the statements therein not misleading or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts diligently to comply with all applicable rules and regulations its obligations (including without limitation payment of the Commission; and
(xexpenses) in connection under this Agreement with any underwritten offering pursuant respect to a such Requested Registration. The registration statement filed pursuant to this Sectionthe request of holders of Registrable Securities may, enter into an underwriting agreement reasonably necessary subject to effect the offer provisions of Section 3.01(c), include other shares of Ordinary Shares of Alliance, which are held by persons who, by virtue of agreements with Alliance, are entitled to include their securities in any such registration, and sale Alliance shall have the right to include shares of EMCON Common Stock, Ordinary Shares in such registration for its own account as provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionstherein.
(bc) During the period that EMCON's registration statement is effective pursuant to this Section 3If a Requested Registration becomes a Cutback Registration, the Management Stakeholders number of Ordinary Shares to be included in the underwriting or registration shall comply with be allocated first to the holders of Registrable Securities and the Electing Holders (pro rata, based on the number of Registrable Securities requested by each such holder to be included therein), second to Alliance and thereafter to any other holders requesting inclusion in the registration on the basis of the number of shares each other requesting holder requests be included bears to the total number of shares of all applicable EMCON policies regarding trading other holders of Ordinary Shares that have been requested be included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from Alliance, the underwriter, or the holders of Registrable Securities. The securities by insiders and members of management, including the observance of "window period" and other restrictionsso excluded shall also be withdrawn from registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Alliance Resources PLC)
Request for Registration. If the Company shall receive from the ------------------------ Initiating Holders at any time not earlier than one hundred eighty (a180) Upon days after the receipt by EMCON closing of Exchange Notices from Management Stakeholders holding Notesthe Company's Qualified IPO, a written request that the Company effect a registration with respect to at least twenty five percent (25%) of the Registrable Securities (or a lesser percentage if the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing public offering price of the EMCON Common Stock on Registrable Securities subject to such request will exceed $7,500,000), then the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and promptly use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), ) and any other governmental requirements or regulations) to take all such actions as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within twenty (20) days after such written notice from the "Management Shares"); provided, however, that EMCON Company is mailed or delivered. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON After the Company has already effected initiated one such registration pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); provided, that if in -------- the registration effected pursuant to this Section 1.2(a), less than sixty- seven percent (67%) of all Registrable Securities outstanding at the time of the delivery of the Company's notice under Section 1.2(a)(i) were sold in such registration and at least one hundred eighty (180) days have elapsed since the effective date of such first registration, qualification then such first registration shall not be counted against the single registration which the Initiating Holders may request under this Section 1.2(a); provided, further, that if at the time the Holders elect to withdraw a -------- ------- request for registration, the Holders have learned of a material adverse change in the condition, business or compliance;prospects of the Company from that known to the Holders at the time of their request for registration and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall retain their rights to request registration and shall not be required to pay the costs of the withdrawn registration.
(iiC) promptly give notice During the period beginning sixty (60) days prior to all Management Stakeholders the date of the expected filing of a registration statement by the Company pursuant to a Company-initiated registration and ending one hundred eighty (180) days after the effective date of such registration statement; provided, that the Management Shares;
(iii) use its best -------- Company is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commission;become effective; or
(ivD) keep such registration statement effective for a period If the Initiating Holders propose to dispose of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as shares of Registrable Securities which may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock immediately registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering Form S-3 pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsrequest made under Section 1.5 hereof.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Investors' Rights Agreement (Applied Science Fiction Inc)
Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly If the Company shall receive at any time on or after the third anniversary of the original issuance of the Junior Preferred Stock, a written request from the Holder that the Company file a registration statement under the 1933 Act covering the registration of the Registrable Securities, then the Company shall, subject to the limitations of subsection 14(b)(ii), effect as soon as practicable, and in any event within 120 days of the receipt of such request, the registration under the 1933 Act of the Registrable Securities.
(ii) The Holder shall be permitted to initiate the registration request hereunder only if it distributes the Registrable Securities covered by the request by means of an underwritten offering. The Holder shall enter into an underwriting agreement in customary form with the Securities and Exchange Commission (underwriter(s) selected for such underwriting by the "Commission") and effect all such registrationsHolder, qualifications and compliances (including, without limitation, the execution of an undertaking which underwriting agreement shall relate to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon Registrable Securities then held by the full exchange Holder; PROVIDED, HOWEVER, if the underwriter advises the Holder in writing that marketing factors require a limitation of the Notes number of shares to be underwritten, then the Holder shall so advise the Company of the underwriter's advice and the number of shares of Registrable Securities covered by the Management Stakeholders request (and therefore, the "Management Shares"number of shares of Junior Preferred Stock then convertible by the Holder in accordance with the terms of such Junior Preferred Stock) shall be reduced to that number of shares that the underwriter has determined can be underwritten. The Holder acknowledges that such reduction will also reduce the number of shares of Junior Preferred Stock that the Holder can convert into Registrable Shares at the time such conversion is requested.
(iii) The Company is obligated to effect only one such registration pursuant to this Section 14(b); provided, however, that, in the event the underwriter has made a determination that EMCON shall not marketing factors require a limitation of the number of shares to be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) underwritten in any particular jurisdiction in which EMCON would be required to execute a general consent to service accordance with the provisions of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
subsection (ii) promptly give notice above, then the Holder shall be permitted to all Management Stakeholders of the expected request registration of the Management Shares;
(iii) use its best efforts remaining Registrable Securities, subject to cause such registration to be declared effective by the Commission;provisions of this Section 14.
(iv) keep Notwithstanding the foregoing, if the Company shall furnish to the Holder, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement effective to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions not more than 60 days after receipt of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of the Holder; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionstwelve month period.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. If the Company shall receive from Initiating Holders at any time or times after the earlier of (ai) Upon February 14, 2005 or (ii) one (1) year after the receipt effective date of the first registration statement filed by EMCON the Company covering an underwritten offering of Exchange Notices from Management Stakeholders holding Notesany of its securities to the general public, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities the aggregate Principal proceeds of which may be exchanged (after deduction for EMCON Common Stock with an aggregate value, based on underwriter’s discounts and expenses related to the closing price of issuance) exceed $8,000,000 the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), ) and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within twenty (20) days after such written notice from the "Management Shares"); provided, however, that EMCON Company is mailed or delivered. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON After the Company has already effected one initiated two such registrationregistrations pursuant to this Section 1.2(a) (counting for these purposes only a registration which has been declared or ordered effective and pursuant to which securities have been sold and any registration which has been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, qualification or complianceabsent such election, have been required to bear such expenses);
(iiC) promptly give notice During the period starting with the date sixty (60) days prior to all Management Stakeholders the Company’s good faith estimate of the expected registration date of filing of, and ending on a date one hundred eighty (180) days after the Management Shares;
(iii) use its best effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commissionbecome effective;
(ivD) keep such registration statement effective for If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occursrequest made under Section 1.5 hereof;
(vE) prepare and file with If the Commission Initiating Holders do not request that such amendments and supplements offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to such registration statement the consent of the Company, which consent will not be unreasonably withheld); or
(F) If the Company and the prospectus used in connection with such registration statement as may be necessary Initiating Holders are unable to comply with obtain the provisions commitment of the Securities Act with respect underwriter described in clause (E) above to firmly underwrite the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsoffer.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Sirf Technology Holdings Inc)
Request for Registration. At any time after the earlier of the occurrence of an initial public offering by the Company or October 30, 2002, upon the written request of any Holder or Holders holding at least 25% of the Registrable Securities (athe "Requesting Holder" or the "Requesting Holders") Upon requesting that the receipt by EMCON Company effect the registration under the Securities Act of Exchange Notices from Management Stakeholders holding Notesall or part of such Holder's or Holders' Registrable Securities and specifying the intended method of disposition thereof, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date Company will promptly give written notice of such Exchange Noticesrequested registration to all other Holders of Registrable Securities, $1,000,000 or moreand thereupon will, EMCON willas expeditiously as possible, use its best efforts to effect the registration under the Securities Act of:
(i) promptly file a registration statement the Registrable Securities which the Company has been so requested to register by the Requesting Holder(s); and
(ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities) all to the extent necessary to permit the disposition (in accordance with the Securities and Exchange Commission (the "Commission"intended methods thereof as aforesaid) and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Registrable Securities so to be registered; provided, howeverthat the Company shall only be obligated to register such Registrable Securities pursuant to a request by the Holders on an aggregate of two registration statements, and provided further that EMCON (A) the Company shall not be obligated to effect such registration, qualification or compliance pursuant file a registration statement relating to a registration request under this Section 3(a)(i)(A2 at any time prior to the earlier of (i) in any particular jurisdiction in which EMCON would be required to execute a general consent to service October 30, 2002 and (ii) the completion of process unless EMCON is already subject to service in such jurisdiction and except as required an initial public offering by the Securities Act and Company of Common Stock, (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice the Company shall not be obligated to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such file a registration statement effective for relating to a registration request under this Section 2 (other than on Form S-3 or any similar short-form registration statement) within a period of one year six months after the effective date of any other registration statement of the Company which was not effected on Form S-3 (or until any similar short-form registration statement) and (C) if the Management Stakeholders Requesting Holder(s) shall have completed requested the distribution described in Company to effect a registration under this Section 2 and prior to the effective date of the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements statement relating to such registration statement and such Holders shall have revoked such request pursuant to the prospectus used in connection with such last sentence of this Section 2 (a), then the Company shall not be obligated to file a registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to request under this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading 2 within a period of securities by insiders and members of management, including the observance of "window period" and other restrictions.six
Appears in 1 contract
Sources: Common Stock Registration Rights Agreement (Simba Group Inc)
Request for Registration. (a) Upon Subject to the receipt by EMCON provisions of Exchange Notices from Management Stakeholders holding Notesthis Section 2, any Holder at any time during the aggregate Principal term of which this Agreement may be exchanged make a written request for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with under the Securities Act, and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking pursuant to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued Rule 415 under the Securities Act or any successor rule providing for the offering of 1933securities on a continuous or delayed basis, as amended with respect to all or any part of such Holder’s Registrable Securities (the "Securities Act"a “Demand Registration”), which request shall specify the amount of Registrable Securities to be registered and any other governmental requirements the intended method or regulations) as would permit or facilitate the sale and distribution methods of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")disposition thereof; provided, however, that EMCON the Company shall not be obligated required to effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Holders will result in aggregate gross proceeds of at least $2.0 million. Promptly after receipt of such registrationrequest, qualification or compliance pursuant the Company shall send written notice of such request to all Holders from whom written notice has not been received and shall, subject to the provisions of this Section 3(a)(i)(A2, include in such Demand Registration all Registrable Securities with respect to which the Company receives written requests (each request specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition thereof) in any particular jurisdiction in for inclusion therein within 30 days after the date on which EMCON would be required to execute a general consent to service the Company’s notice is sent. No later than 60 days after the end of process unless EMCON is already such 30 day period, but subject to service Section 2(C), the Company shall use its commercially reasonable efforts to file with the SEC a Registration Statement, registering all Registrable Securities requested to be included in such jurisdiction and except as required by Demand Registration for disposition in accordance with the Securities Act and (B) after EMCON has already effected one such registration, qualification intended method or compliance;
(ii) promptly give notice to all Management Stakeholders methods set forth in the written requests of the expected registration of the Management Shares;
(iii) Holders. The Company shall use its best commercially reasonable efforts to cause such registration Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) two years following the date on which it was declared effective (subject to extension in the sole discretion of the Company), excluding all periods of time during which use of the Registration Statement has been suspended or the Holders have been restricted from selling Registrable Securities pursuant to the terms hereof, (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein and (iii) the date on which all of the Registrable Securities covered thereby may be disposed of by the Commission;
(iv) keep such registration statement effective Holders thereof under Rule 144(k). Subject to Section 2(D), the Company may include in any Demand Registration additional shares of capital stock to be sold for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements Company’s account pursuant to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsDemand Registration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from an Initiating Holder a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities and specifying the intended method of disposition thereon, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders of Registrable Securities promptly, and in any event within 10 business days; and
(ii) as soon as practicable, use its diligent best efforts to effect such registration statement as may be so requested (in accordance with the Securities and Exchange Commission (the "Commission"intended method thereof as aforesaid) and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within ten (10) business days after written notice from the "Management Shares")Company is given under Section 9.2(a)(i) above; provided, however, provided that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A9.2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder;
(B) after EMCON After the Company has already effected one four (4) such registration, qualification registrations pursuant to this Section 9.2 and such registrations have been declared or complianceordered effective and the sales of such Registrable Securities shall have closed; provided that any Holder may participate in any such registration to the extent provided in Section 9.2 if the registration as the result of a request of another Initiating Holder;
(iiC) promptly give notice If the Registrable Securities requested by all Holders to all Management Stakeholders be registered pursuant to such request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than $20,000,000; or
(D) If in the good faith judgment of the expected Board based upon the written opinion of a nationally recognized investment banking firm selected by the Company and reasonably acceptable to the Holders, such registration would have a material adverse effect on the market price of the Management Shares;
(iii) shares of Common Stock, the Company shall have the right to limit the number of Registrable Securities requested by all Holders to be registered pursuant to such request; provided, however, that the Company shall use its best reasonable commercial efforts to cause such registration register not less than fifty percent (50%) of the number of Registrable Securities requested to be declared effective registered or to facilitate a private sale of such number of Registrable Securities to institutional investors in a manner that would ameliorate the anticipated material adverse effect of any such sale on the market price of the shares of Common Stock; provided, further, that in the event the total number of shares that the Selling Holders (as hereinafter defined) shall request to be registered by the Commission;
Company equals a number that is equal to or less than twenty percent (iv20%) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statementthen outstanding shares of Common Stock, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with then the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
this Subsection (vii)(E) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commissionapply; and
(x) in connection with any underwritten offering pursuant to a The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 9.2(b) below, provided include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Shareholders' Agreement (Principal Mutual Life Insurance Co)
Request for Registration. (a) Upon If after the receipt by EMCON date AROC shall receive a request from any holder of Exchange Notices from Management Stakeholders holding Notes, Registrable Securities (including Warrants) that AROC effect any registration under the aggregate Principal of Securities Act to which may be exchanged for EMCON Common Stock such holder is entitled under this Section 3 (including without limitation any related qualification under or compliance with an aggregate value, based on the closing price blue sky or other state securities laws) with respect to all or a part of the EMCON Common Stock on the principal market on which Registrable Securities owned by such stock is traded on the date holder, then AROC shall promptly give notice of such Exchange Noticesrequest to each other holder of Registrable Securities, $1,000,000 or more, EMCON will:
(i) and AROC shall thereupon promptly file a registration statement with the Securities use its best efforts diligently to effect such Requested Registration and Exchange Commission (the "Commission") and effect all such registrations, related qualifications and compliances within 120 days after receiving such request for registration (including, including without limitation, limitation the execution of an undertaking to file post-effective amendments, amendments and appropriate qualifications under or other compliance with the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under laws) as may be reasonably requested by the holder of Registrable Securities Act of 1933, as amended who made the original request (the "Original Requesting Holder") and by the holders of Registrable Securities Actwho make requests to AROC within 15 days after the giving of the aforesaid notice by AROC (each of the foregoing an "), Other Requesting Holder") and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Registrable Securities as are specified in any such request; provided, however, that EMCON AROC shall not be obligated to take any action to effect such registration, a Requested Registration or any related qualification or compliance pursuant to this Section 3(a)(i)(A3:
(i) in any particular jurisdiction in which EMCON would be required if the Requesting Holders do not request to execute a general consent to service of process unless EMCON is already subject to service include in such jurisdiction and except registration Registrable Securities (issued or issuable on exercise of the Warrants) having an aggregate Current Adjustment Price (as required by defined in the Securities Act and Warrants), determined as of the date of the notice from the Original Requesting Holder under Section 3.01(a) of (A) at least $750,000 for the holders' first Requested Registration or (B) after EMCON has already effected one such registration, qualification or complianceat least $250,000 for the holders' second Requested Registration;
(ii) promptly give notice to all Management Stakeholders if AROC shall have already effected two Requested Registrations on behalf of the expected registration holders of the Management Shares;
Registrable Securities pursuant to this Section 3.01, each of which Requested Registrations (iiiA) use its best efforts to cause such registration to be has been declared or ordered effective (including without limitation qualification under or other compliance with state blue sky or securities laws requested) and which effectiveness has not been suspended or stopped by the Commission;
any governmental or judicial authority, and (ivB) keep such registration statement remains continuously effective for a period of time not less than the Effective Period; or
(iii) if, within 30 days after receipt of the initial request of the Original Requesting Holder pursuant to this Section 3.01, AROC shall elect to include in such registration Common Stock for its own account, whereupon AROC shall notify each Requesting Holder that AROC has elected to effect a Piggyback Registration and shall thereafter diligently proceed to do so, including therein the Registrable Securities as to which notice was given by the Requesting Holders pursuant to this Section 3.01, but subject to the limitations set forth in Section 2(b)(i) (it being understood, however, that such registration shall not be deemed to be a Requested Registration for the purposes of Sections 3.01(a)(ii) or 3.01(c)).
(iv) Notwithstanding the foregoing, (A) AROC shall not be obligated to effect a registration pursuant to this Section 3 during the period starting with the date 60 days prior to AROC's good faith estimated date of filing of, and ending on a date 120 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of AROC, provided that AROC is at all times during such period diligently pursuing such registration, (B) AROC shall not be obligated to effect a registration of Registrable Securities pursuant to this Section 3 pursuant to any request of Holders of Registrable Securities if such request is received after the receipt by AROC of a request for registration pursuant to one year or until of the Management Stakeholders Registration Agreements, and any such registration pursuant to this Section 3 would likely result in a registration statement being declared effective prior to the date that is 90 days after the effective date of any such registration effected pursuant to the Registration Agreement, and (C) AROC shall not be obligated to effect a registration pursuant to this Section 3 and shall have completed the distribution described right to defer such filing for a period of not more than 120 days after receipt of the request of holders of Registrable Securities, if AROC shall furnish to such holders a certificate signed by the President of AROC stating that in the good faith judgment of the Board of Directors of AROC, it would be seriously detrimental to AROC and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement; provided, whichever first occurs;however, that, subject to the limitation set forth in the proviso in Section 3.01(a)(ii), if AROC shall no longer be eligible to effect a Short-Form Requested Registration following the deferral of registration pursuant to this paragraph, then the holders of Registrable Securities shall, subject to Section 3.01(a)(ii), be entitled to a Long-Form Requested Registration for each such deferral.
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement If at any time when after the holders' initial Requested Registration, a prospectus relating thereto is required request of the holders of Registrable Securities for a Requested Registration shall be denied by AROC solely because the aggregate Current Adjustment Price of such Registrable Securities sought to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementis below the requisite dollar amount specified in Section 3.01(a)(i)(B), as then in effect, includes an untrue statement at the election of the holders of a material fact or omits majority of the then outstanding Registrable Securities, and in exchange for the right of the holders to state request a material fact required second Requested Registration under this Section 3, the holders shall be entitled to convert their Registrable Securities represented by Warrants (having an aggregate Current Adjustment Price for all holders of not more than $250,000) pursuant to Section 12 of the Warrant.
(b) If a Requested Registration becomes a Cutback Registration and the number of shares of Registrable Securities actually sold in such Requested Registration is not at least a majority of the number of shares of Registrable Securities requested to be stated therein or necessary to make the statements therein not misleading or incomplete included in the light of the circumstances such registration, then existing, and at the request of any (A) such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, such prospectus Requested Registration shall not include an untrue statement of a material fact or omit to state a material fact required be deemed to be stated therein or necessary a Requested Registration for the purposes of Section 3.01(a)(ii); and (B) notwithstanding that such Requested Registration is a Cutback Registration, AROC shall continue to make the statements therein not misleading or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts diligently to comply with all applicable rules and regulations its obligations (including without limitation payment of the Commission; and
(xexpenses) in connection under this Agreement with any underwritten offering pursuant respect to a such Requested Registration. The registration statement filed pursuant to this Sectionthe request of holders of Registrable Securities may, enter into an underwriting agreement reasonably necessary subject to effect the offer provisions of Section 3.01(c), include other shares of Common Stock of AROC, which are held by persons who, by virtue of agreements with AROC, are entitled to include their securities in any such registration, and sale AROC shall have the right to include shares of EMCON Common Stock, Stock in such registration for its own account as provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionstherein.
(bc) During the period that EMCON's registration statement is effective pursuant to this Section 3If a Requested Registration becomes a Cutback Registration, the Management Stakeholders number of Common Stock to be included in the underwriting or registration shall comply with be allocated first to the holders of Registrable Securities and the Electing Holders (pro rata, based on the number of Registrable Securities requested by each such holder to be included therein), second to AROC and thereafter to any other holders requesting inclusion in the registration on the basis of the number of shares each other requesting holder requests be included bears to the total number of shares of all applicable EMCON policies regarding trading other holders of Common Stock that have been requested be included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from AROC, the underwriter, or the holders of Registrable Securities. The securities by insiders and members of management, including the observance of "window period" and other restrictionsso excluded shall also be withdrawn from registration.
Appears in 1 contract
Sources: Registration Rights Agreement (American Rivers Oil Co /De/)
Request for Registration. If the Company shall receive from Initiating Holders at any time after the earlier of (aI) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on five years after the date of such Exchange Noticesthis Agreement or (II) one year after the effective date of the first registration statement filed by the Company pursuant to the Securities Act covering an underwritten offering of Common Stock to the general public, $1,000,000 a written request that the Company effect any registration with respect to all or morea part of the Registrable Securities, EMCON the Company will:
(iI) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"II) and as soon as practicable, use its commercially reasonable efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), ) and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the full exchange Company within twenty (20) calendar days after such written notice from the Company is given. The registration statement filed pursuant to the request of the Notes by Initiating Holders may, subject to the Management Stakeholders (provisions of Sections 2.1(e), include other securities of the "Management Shares"); providedCompany, howeverwith respect to which registration rights have been granted, that EMCON and may include securities of the Company being sold for the account of the Company. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2.1(a):
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON After the Company has already effected initiated one such registrationregistration pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.3 hereof and would, qualification or compliance;absent such election, have been required to bear such expenses) or
(iiC) promptly give notice During the period starting with the date sixty (60) days prior to all Management Stakeholders the Company's good faith estimate of the expected registration date of filing of, and ending on a date one hundred eighty (180) days after the Management Shares;
(iii) use its best effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsbecome effective.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Purchasers Rights Agreement (Birch Telecom Inc /Mo)
Request for Registration. (a) Upon Subject to Section 2.6 hereof, at any time and from time to time after an Initial Public Offering by the receipt by EMCON of Exchange Notices Company, if the Company shall receive from Management Stakeholders holding Notesthe Initiating Holders a written request that the Company effect any registration with respect to Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(ia) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"b) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective posteffective amendments, appropriate qualifications under the applicable blue sky or other state securities laws reasonably requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within forty-five (45) days after receipt of such written notice from the full exchange of Company; Provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(i) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;applicable rules or regulations thereunder; or
(ii) promptly give notice less than forty-five (45) calendar days after the effective date of any registration declared or ordered effective other than a registration on Form S-3 or Form S-8. Subject to all Management Stakeholders the foregoing clauses (i) and (ii), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the expected registration request or requests of the Management Shares;
(iii) use its best efforts to cause such registration to Initiating Holders; provided, that the Company shall be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary required to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by no more than two (2) such requests for registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions2.1.
Appears in 1 contract
Request for Registration. (a) Upon the receipt occurrence of a Registration Trigger Event, if the Company shall receive from a Holder (or, in the event there is more than one Holder as a result of the issuance by EMCON the Company of Exchange Notices from Management Stakeholders holding the Notes, the aggregate Principal Company shall receive written notice from such Holders acting with respect to their rights under this Agreement according to a vote of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price a majority-in-interest of the EMCON Common Stock on Holders) a written request that the principal market on which Company effect any registration with respect to any Registrable Securities, the Company shall use its commercially reasonable efforts to effect such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request in the states specified in such request. Notwithstanding the foregoing, the Company shall not be obligated hereunder to effect such registration unless the proposed public offering price of the EMCON Common Stock issuable upon securities to be included in such registration shall be at least $250,000 (before deducting underwriting discounts and commissions). If the full exchange registration request pertains to any Registrable Securities not yet outstanding because conversion rights have not been exercised, Company may condition the registration of such securities on an irrevocable undertaking to pay all expenses incident to such registration if such conversion rights are not exercised prior to the effective date of the Notes registration statement. Subject to the previous paragraph, the Company shall file (i) a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company in ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering at least __________ of the Registrable Securities so requested to be registered ("Registration Statement"); (ii) such state securities filings as shall have been requested by the Management Stakeholders Holder; and (iii) any required filings with The Nasdaq Stock Market, Inc. or exchange where the "Management Shares"Shares are traded, as soon as practicable, after receipt of the request of the Holder. Thereafter the Company shall use its commercially reasonable efforts to have such Registration Statement and other filings declared effective.
(i) Subject to the conditions contained in Section 3(a) above, if the Company fails to file a Registration Statement complying with the requirements of this Agreement within 45 days from the date of receipt by the Company of the Holder's written request (provided, however, that under the circumstances described in 3(e) below the Company may have an additional 45 days thereafter to file such Registration Statement by providing written notice to the Holders requesting such registration indicating that the Company is diligently pursuing the filing of such Registration Statement) or if such Registration Statement has not become effective within 90 days from the date of filing thereof, the Holder shall have, in addition to and without limiting any other rights it may have at law, in equity or under the Notes, the Subscription Agreement, or this Agreement (including the right to specific performance), the right to receive, as liquidated damages, the payments as provided in subparagraph (ii) of this section.
(ii) If after ninety (90) days from the date of filing of the Registration Statement, the Registration Statement has not been declared effective by the Commission, then the Company shall pay to the Buyer an amount equal to 3% of the Initial Principal Amount (as defined in the Note) in cash, for each 30- day period after the ninety (90) day period that such Registration Statement is not effective (which payment shall be pro rata for any period of less than 30 days). In addition to the foregoing, if after 180 days from the date of filing of the Registration Statement, the Registration Statement has not been declared effective by the Commission, then at the option of such Holder, the Company shall be required to redeem all the Notes held by such Holder at a redemption price equal to 125% of the Outstanding Principal Amount of the Note plus accrued interest thereon, together with all other payments due under this paragraph and under the Note and the Agreement.
(iii) The Company acknowledges that its failure to register the Registrable Securities in accordance with this Agreement will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Registration Rights Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provisions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty.
(iv) In computing the time periods provided in this paragraph 3(b), any delays arising from the failure or refusal of any Holder to provide information which the Company's counsel or the Commission states in writing is required for inclusion on the Registration Statement within ten (10) days of a written request by the Company to provide such information, shall increase the number of days for the Company to act by a corresponding number.
(c) If there is more than one Holder, such Holders shall act with respect to their rights under this Agreement according to the vote of a majority-in-interest of the Holders.
(d) The Company shall make available for inspection by a representative or representatives of the Holder, and any attorney or accountant retained by such Holder, all financial and other records customary for such purposes, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, attorney or accountant in connection with such Registration Statement. The Holder will agree to keep all non-public information supplied to it confidential until such information is included in a Registration Statement which has been made publicly available.
(e) The Company shall not be obligated to keep such Registration Statement continuously effective for a period of more than two years from the date it is declared effective by the Commission; provided, however, that EMCON if so requested by the holders of a majority-in-interest of the Registrable Securities the Company shall not agree to extend the period for which the Registration Statement remains effective to the same extent that "suspension periods" are imposed pursuant to the next paragraph, but only so long as the then unsold Registrable Securities covered by such Registration are too numerous to be obligated to effect such registration, qualification or compliance sold under the volume limitations of Rule 144 in any applicable three- month period by any holder. Following the effectiveness of the Registration Statement pursuant to this Section 3(a)(i)(AAgreement, the Company may, at any time, suspend the effectiveness of such Registration Statement and sales thereunder for up to twenty (20) business days, as appropriate (a "Suspension Period"), by giving notice to each holder (or underwriter, if any) selling thereunder, if the Board of Directors shall have determined in any particular jurisdiction in which EMCON would good faith that the Company may be required to execute disclose any material corporate development which disclosure (i) may have a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by material adverse effect on the Securities Act and (B) after EMCON has already effected one such registrationCompany, qualification or compliance;
(ii) promptly give notice may have a material adverse affect on the transaction or matter to all Management Stakeholders of the expected registration of the Management Shares;
be disclosed, or (iii) use its best efforts to cause such registration to would be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect detrimental to the disposition of all securities offered by such registration statement;
Company or its stockholders. Notwithstanding the foregoing, no more than two Suspension Periods (vi) furnish such number of prospectuses and other documents incident theretoi.e., including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.forty
Appears in 1 contract
Sources: Registration Rights Agreement (Coyote Network Systems Inc)
Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding NotesAt any time on or after April 1, 1999, the aggregate Principal holders (the "Requesting Holders") of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of at least 25% in aggregate principal amount of the EMCON Common Stock on outstanding Registrable Securities may deliver a written request (a "Registration Request") to the principal market on which such stock is traded on Issuers requiring the date Issuers to effect a registration of such Exchange Noticesthe Registrable Securities and indicating the proposed method or methods of distribution thereof (the "Registration"). Subject to Section 4(a)(ii) hereof, $1,000,000 or moreupon receipt of a Registration Request, EMCON willthe Issuers shall:
(i) promptly give written notice of the proposed Registration to all holders of Registrable Securities (a "Registration Notice"), which notice shall indicate (A) that the Issuers intend to file a registration statement Registration Statement with the SEC covering the Registrable Securities, (B) the proposed method or methods of distribution thereof and (C) that any holder of Registrable Securities who wishes to have the Registrable Securities owned by it included in such Registration Statement must so notify the Issuers within 30 days of receipt of such Registration Notice;
(ii) in the event holders of at least 50% in aggregate principal amount of the outstanding Registrable Securities elect to participate in such Registration, as soon as practicable, file a Registration Statement with the SEC covering all of the Registrable Securities held by the Requesting Holders and Exchange Commission by all other holders of Registrable Securities who notify the Company pursuant to Section 3(a)(i) of their desire to have their Registrable Securities included in such Registration Statement;
(iii) use their best efforts to have such Registration Statement declared effective as soon as practicable, but in any event within 135 days after receipt of the "Commission") Registration Request, and otherwise effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) and take such other actions as would may be reasonably necessary to permit or facilitate the sale and distribution of all such Registrable Securities in accordance with the intended method or methods of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")disposition thereof; provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;and
(iv) keep such registration statement Registration Statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions120 days.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Hughes Electronics Corp)
Request for Registration. (a) Upon If the receipt by EMCON Company receives from ------------------------ Holders of Exchange Notices from Management Stakeholders holding Notesat least 67% of the Eligible Shares at any time after 180 days following the effective date of the Company's Initial Public Offering, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a within 20 days of such written request give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders, if any; and
(the "Commission"ii) and as soon as practicable, use all reasonable efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in written request given within 30 days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Company; provided, however, -------- that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder; or
(B) after EMCON the Company has already effected one such registration, qualification or compliance;
(iiregistration pursuant to this Section 2(a) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause and such registration has been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be declared effective by the Commission;
(iv) keep such registration statement effective for a period registered as soon as practicable after receipt of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number Holders 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 shares, 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 or incomplete in the light 51% of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder Eligible Shares. Each Holder will have the right to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply participate ratably with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a others. The registration statement filed pursuant to this Sectionthe request of CIBC may, enter into an underwriting agreement reasonably necessary subject to effect the offer provisions of Section 2(b) below, include other securities of the Company including securities of the Company which are held by persons who are entitled to include their securities in any such registration; provided, however, that, in any underwritten public offering -------- ------- contemplated by Sections 2, 3 and 5, the Holders of Eligible Shares shall be entitled to sell such Eligible Shares to the underwriters for conversion and sale of EMCON the shares of Common StockStock issued upon conversion thereof, provided such underwriting subject to agreement contains customary underwriting provisions and provided further that if of the underwriter so requests underwriters. The Company shall be entitled to postpone for a reasonable period of time not to exceed six months the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's filing of a registration statement is effective otherwise required to be filed by it pursuant to this Section 32(a) if the Company determines, in its reasonable judgment, that such registration would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Management Stakeholders Company and the Company promptly gives written notice to the Holders who have initiated or elected to participate in such registration including an explanation thereof. The Company shall comply with all applicable EMCON policies regarding trading not exercise its right to defer a registration more than once in any 12-month period or in any event if the effect would be to permit a registration of securities (other than a registration that was pending at the time of the initial demand or a registration on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor or similar form) to the exclusion of such number of Registrable Securities as would otherwise have been included in the registration statement the filing of which was deferred. Holders requesting registration shall be entitled to withdraw any registration request made pursuant to this Section 2(a), provided, that -------- such registration request shall nevertheless be counted toward the number of registrations the Company is required to file pursuant to this Section 2(a) unless the Holders reimburse the Company for all reasonable out-of- pocket costs incurred by insiders the Company prior to such withdrawal. For purposes of provisions of Sections 2(a) and members 5, registrations relative to which less than 50% of management, including the observance of "window period" and other restrictionsoffered securities are in fact sold shall not be included.
Appears in 1 contract
Request for Registration. The Initiating Holders, by written request to the Company, may require the Company to effect a registration with respect to Registrable Securities (i) upon or concurrently with an IPO, or any time thereafter, or (ii) if earlier than an IPO, from and after the fourth anniversary of the date hereof. If the Initiating Holders elect to exercise their rights as permitted by clause (ii) above prior to an IPO, any such underwriting in connection therewith shall be required to meet the requirements of a NASDAQ Small Cap Company; provided, that, in connection therewith the Company shall take (or prior thereto the Company shall have taken) all such actions as shall be necessary to effect a stock-split with respect to its shares of Common Stock such that, after giving effect to such stock-split and after giving effect to the distribution of the Registrable Securities contemplated by the IPO, the public float criteria with respect to a NASDAQ Small Cap Company or NASDAQ-NMS listed company, as specified by the Initiating Holders, shall be satisfied. The Company shall:
(a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price promptly give written notice of the EMCON Common Stock on proposed registration to all other Holders (the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:"Demand Registration Notice"); and
(ib) promptly as soon as practicable but not later than sixty (60) days (ninety (90) days in the case of an IPO) after receipt of the request from the Initiating Holders, use its best efforts and take all appropriate action to file a such registration statement with the Securities Commission, and Exchange Commission (the "Commission") shall use its best efforts and take all appropriate action to effect all such registrations, qualifications and compliances registration as soon as possible following such filing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of the Notes by the Management Stakeholders (the "Management Shares")Demand Registration Notice; provided, however, that EMCON the Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2 (i) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, 2 has been declared or ordered effective within the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including prior twelve months or (ii) after the observance of "window period" and other restrictionssecond such registration pursuant to this Section 2 has been declared or ordered effective.
Appears in 1 contract
Sources: Registration Rights Agreement (Career Education Corp)
Request for Registration. (a) Upon If the receipt by EMCON Company is unable to file, cause to become effective or maintain the effectiveness of Exchange Notices from Management Stakeholders holding Notesa Shelf Registration Statement as required under Section 2.1, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate valueHolder shall have the right to require the Company to, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to the terms of this Section 3(a)(i)(A) Agreement, register under and in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply accordance with the provisions of the Securities Act with respect all or part of its or their Registrable Securities (a “Demand Registration”), by delivering to the disposition of all securities offered by Company written notice stating that such registration statement;
(vi) furnish such number of prospectuses and other documents incident theretoright is being exercised, including any amendment of or supplement to naming, if applicable, the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required Holders whose Registrable Securities are to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement(collectively, as then in effectthe “Demanding Holders”), includes an untrue statement specifying the number of a material fact or omits to state a material fact required each such Demanding Holder’s Registrable Securities to be stated therein or necessary included in such registration and, subject to make Section 2.2.3 hereof, describing the statements therein not misleading or incomplete in the light intended method of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder distribution thereof (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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions“Demand Request”).
(b) During the period that EMCON's registration statement is effective pursuant Subject to this Section 32.2.1 and Section 2.2.5, the Management Stakeholders Company shall comply with all applicable EMCON policies regarding trading file a registration statement in respect of securities a Demand Registration as soon as reasonably practicable and, in any event, within 30 days after receiving a Demand Request (the “Required Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by insiders the SEC as promptly as reasonably practicable after such filing; provided, however, that the Company shall not be obligated to effect:
(i) a Demand Registration pursuant to Section 2.2.1(a) within 90 days after the effective date of a previous Demand Registration in which the sale of Registrable Securities was consummated;
(ii) any Demand Registration if a Shelf Registration Statement is then effective, and members such Shelf Registration Statement may be utilized by the Holder or Holders of managementRegistrable Securities for the resale of Registrable Securities, including through an Underwritten Offering, without a requirement under the observance SEC’s rules and regulations for a post-effective amendment thereto;
(iii) any Demand Registration that would require the Company to make a public disclosure of "window material non-public information, which disclosure in the good-faith judgment of the Company based on the advice of counsel (x) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement or (z) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction; and
(iv) any Demand Registration in which the Demand Request provides for less than ten percent (10%) of the aggregate number of originally issued Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to effect, in total, more than four Demand Registrations (less the number of any Shelf Takedowns constituting an Underwritten Offering), which may consist of (a) no more than two Demand Registrations where the plan of distribution contemplates a Marketed Underwritten Offering, less the number of any Shelf Takedowns constituting a Marketed Underwritten Offering and (b) no more than one Demand Registration (less the number of any Shelf Takedowns constituting an Underwritten Offering) during any 12-month period" .
(c) Each Holder requesting a Demand Registration agrees to complete accurately and execute all questionnaires and other restrictionsdocuments reasonably required by the Company in order to prepare and file any Shelf Registration Statement.
Appears in 1 contract
Request for Registration. At any time after August 20, 2009 (such date being hereinafter referred to as the “Demand Date”), if the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to Registrable Securities the Company will: > > >
(a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price promptly give written notice of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:proposed registration to all other Holders; and
(ib) promptly file a as soon as practicable, use all reasonable efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-post- effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Company; provided, however, that EMCON the Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(i) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceapplicable rules or regulations thereunder;
(ii) promptly give notice to all Management Stakeholders less than ninety (90) calendar days after the effective date of the expected any registration of the Management Sharesdeclared or ordered effective other than a registration on Form S-3 or Form S-8;
(iii) use if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non- > > > public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its best efforts President to cause the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such registration material information is disclosed to the public or ceases to be declared effective by material or (B) 90 days after the Commission;Company makes such good faith determination; provided, however, that the Company shall not utilize this right more than once in any twelve month period; or
(iv) keep except as set forth in Section 2.5, after the second such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 32.1 has been declared or ordered effective. Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Management Stakeholders Company shall comply with all applicable EMCON policies regarding trading file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of securities by insiders and members the request or requests of management, including the observance of "window period" and other restrictionsInitiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Incentra Solutions, Inc.)
Request for Registration. (a) Upon In case the receipt by EMCON Corporation shall receive from the Initiating Holders a written request that the Corporation effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Corporation will:
(i) promptly file a within ten (10) days after its receipt thereof give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its reasonable best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, preparation of a registration statement and prospectus complying as to form with the requirements of the Securities Act, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as is specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Corporation; provided, however, that EMCON the Corporation shall not be obligated to take any action to effect such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in Prior to the earlier of (i) the five (5) year anniversary of the date of this Agreement or (ii) one hundred and eighty (180) days following the effective date of IPO (as defined below) (or if later, the date of the expiration of the lockup for such initial public offering);
(B) In any particular jurisdiction in which EMCON the Corporation would be required to execute a general consent to service of process in effecting such registration, unless EMCON the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceAct;
(iiC) promptly give notice After the Corporation has effected two such registrations pursuant to all Management Stakeholders of the expected registration of the Management Sharesthis subsection 1.2(a) and such registrations have been declared or ordered effective;
(iiiD) use its best efforts If the Corporation qualifies at that time to cause such registration register the securities requested to be declared effective by the Commission;registered pursuant to a registration described in Section 1.4 hereof; or
(ivE) keep such registration statement effective for a period of one year or until If the Management Stakeholders have completed the distribution described in the registration statementInitiating Holders, whichever first occurs;
(v) prepare and file together with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions holders of any other securities of the Securities Act with respect Corporation entitled to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included inclusion in such registration statement, as then in effectpropose to sell Registrable Securities and such other securities (if any) with aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000. Subject to the foregoing clauses (A) through (E), includes an untrue the Corporation shall file a registration statement of a material fact or omits to state a material fact required covering the Registrable Securities so requested to be stated therein or necessary to make the statements therein not misleading or incomplete registered as soon as practical, but in the light any event within ninety (90) days after receipt of the circumstances then existingrequest or requests of the Initiating Holders; provided, and at however, that if the request of any such Management Stakeholder, prepare and Corporation shall furnish to such Management Stakeholder Holders a reasonable number certificate signed by the President or Chief Executive Officer of copies the Corporation stating that in the good faith judgment of a supplement the Board of Directors of the Corporation (the “Board”) it would be seriously detrimental to or an amendment the Corporation for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such prospectus as may registration statement, the Corporation shall be necessary so that, as thereafter delivered entitled to delay the purchasers filing of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant not more than once in any twelve month period for an additional period of up to this Section, enter into an underwriting agreement reasonably necessary to effect the offer one hundred and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionstwenty (120) days.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon In case the receipt by EMCON of Exchange Notices Company shall receive from Management Stakeholders holding Notes------------------------ Initiating Holders a written request that the Company effect a registration with respect to Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give, within five (5) days of receiving such written request from the Initiating Holders, written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Company; provided, however, that EMCON the Company shall not be obligated to take any action to effect such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(Asubsection 1.2:
(A) at any time prior to the earlier to occur of (i) March 14, 2002 or (ii) six (6) months following the effective date of the registration statement under the Securities Act for the Company's initial registered underwritten public offering of its securities to the general public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (the "IPO");
(B) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless EMCON the Company is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceAct;
(iiC) promptly give notice after the Company has effected three (3) such registrations pursuant to all Management Stakeholders of the expected registration of the Management Sharesthis subsection 1.2(a) and such registrations have been declared or ordered effective;
(iiiD) use if the aggregate gross proceeds of such registration equal less than Three Million Dollars ($3,000,000); or
(E) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its best bona fide intention to effect the filing of a registration statement with the SEC within thirty (30) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), and does so file within said thirty (30) day period and makes reasonable efforts to cause such registration to become effective. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be declared effective registered as soon as practical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders a certificate signed by the Commission;
President of the Company stating that in the good faith judgment of the Company's board of directors (ivthe "Board of Directors") keep of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement effective to be filed on or before the date filing would be required, the Company shall have the right to defer such filing for a period of not more than one year or until hundred twenty (120) days after the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment furnishing of such prospectus as may be necessary so thata certificate of deferral; and provided further, as thereafter delivered to however, that the purchasers Board of such shares, such prospectus Directors shall not include an untrue statement of exercise such right to defer a material fact or omit to state a material fact required to be stated therein or necessary to make filing more than once in any consecutive twelve (12) month period. If the statements therein not misleading or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a Initiating Holders withdraw their request for registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective once requested pursuant to this Section 31.2, then the Initiating Holders will forfeit their right to one (1) registration pursuant to Section 1.2(a)(ii)(C); provided, however, that if (i) notice of such withdrawal is given within 60 days after the exercise by the Company of its right to delay a filing pursuant to subsection 1.2 or (ii) if at the time of such withdrawal, the Management Stakeholders Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictionsnot have to forfeit a demand right pursuant to subsection 1.2.
Appears in 1 contract
Request for Registration. During the period commencing on the ------------------------ Closing Date and ending on the later of (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with 24 months thereafter or (b) such longer period as a Holder(s) remains an aggregate value, based on the closing price Affiliate(s) of the EMCON Common Stock on Company or would be deemed an underwriter(s) (under Section 2(11) of the principal market on which such stock is traded on Securities Act) with respect to the date Registrable Securities (the "Demand Period"), each Holder may make one written request for a Demand Registration of such Exchange Notices, $1,000,000 or more, EMCON will:
not less than (i) promptly file a registration statement with 25% of the Registrable Securities and Exchange Commission held by the Holders collectively or (the "Commission"ii) and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes Registrable Securities then held by the Management Stakeholders (Holder making such request; provided that the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect a second Demand Registration until 90 days following the effectiveness of an earlier requested Demand Registration. Each such registrationrequest will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Holder making a demand may, qualification or compliance with the written consent of the other Holder, include in his written request to the Company that shares of such other Holder be included as part of the Demand Registration and such other Holder shall not be deemed to have exercised his right to make one written request for Demand Registration but shall otherwise be deemed a "Demanding Holder." If a Holder requests that such Demand Registration be a "shelf" registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by Rule 415 under the Securities Act Act, the Company shall file such Demand Registration under Rule 415 and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of shall keep the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement Registration Statement filed in respect thereof effective for a period which shall terminate on the earlier of one year or until (i) six months from the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with date on which the Commission declares such amendments and supplements to such registration statement and Registration Statement effective, (ii) the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the date on which all Registrable Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required Registration Statement have been sold pursuant to be delivered under such Registration Statement or (iii) the Securities Act expiration of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsDemand Period.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Mariner Post Acute Network Inc)
Request for Registration. If the Company shall receive from Initiating Holders, at any time after two (a2) Upon and prior to thirty-six (36) months following the receipt final closing of the sale of Preferred Shares pursuant to the Agreements, a written request that the Company effect a registration with respect to all, but not less than all, of the Registrable Shares held by EMCON such Initiating Holders (which notice shall specify the intended method of Exchange Notices from Management Stakeholders holding Notesdisposition), the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:Company shall;
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other holders of Registrable Shares; and
(the "Commission"ii) and as soon as practicable use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Shares of any holder or holders of Registrable Shares joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the full exchange of Company; provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(A) in any particular jurisdiction in which EMCON would be required after the Company has effected one such registration pursuant to execute a general consent to service of process unless EMCON is already subject to service in this Section 2(a) and such jurisdiction and except as required registration has been declared or ordered effective by the Securities Act Commission and the sale of such Registrable Shares shall have closed; or
(B) within the period starting with the date thirty (30) days prior to the Company's good faith estimated date of filing of, and ending ninety (90) days following the effective date of, any registered offering of the Company's securities to the general public. Subject to the foregoing limitations in clauses (A) and (B) above, the Company shall file a registration statement covering the Registrable Shares so requested to be registered as soon as practicable after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders receipt of the expected registration request or requests of the Management Shares;
Initiating Holders, but no later than forty-five (iii45) use its best efforts to cause days following receipt of such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year request or until the Management Stakeholders have completed the distribution described requests, except in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is event audited financial statements not previously prepared are required to be delivered under prepared prior to the Securities Act filing of the happening of any event as a result of which the prospectus included in such registration statement, in which case such registration statement must be filed as then soon as practicable, but in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment event within ninety (90) days following receipt of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact request or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a requests. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer provision of Section 2(b) below, include Other Registrable Securities, other securities of the Company which are held by officers or directors of the Company or which are held by other holders of registration rights, and sale may include securities of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests Company being sold for the underwriting agreement will contain customary contribution provisionsaccount of the Company.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Lasergate Systems Inc)
Request for Registration. (a) Upon At any time following the receipt by EMCON date hereof, ------------------------ Intermediate may make a written request to the Company for registration of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal a minimum of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price 700,000 of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued Registrable Shares under the Securities Act of 1933, as amended (the "Securities Act"), and the securities or blue sky laws of any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes jurisdictions designated by the Management Stakeholders Intermediate (the "Management SharesDemand"); provided. Each Demand shall specify the number of Registrable Shares proposed to be sold and shall also specify the intended method of disposition thereof. Promptly upon receiving the Demand and in accordance with the procedures set forth in Section 3 of this Agreement, however, that EMCON the Company shall not be obligated use its reasonable commercial efforts to effect such registration, qualification or compliance the registration under the Securities Act of all Registrable Shares requested to be registered so as to permit the disposition thereof (in accordance with the methods described in the Demand). The registration of the Registrable Shares so effected by the Company pursuant to this Section 3(a)(i)(Ais referred to herein as a "Demand Registration." Notwithstanding the foregoing, the Company shall not be required to (i) effect more than two Demand Registrations with respect to the Registrable Shares (ii) effect any registration in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration unless EMCON the Company is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for effect a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering Demand Registration pursuant to a request for such received by the Company until 60 days shall have elapsed following the effective date of a registration statement previously filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect by the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective Company pursuant to this Section 31.1. In addition, if (i) counsel to the Management Stakeholders Company (which counsel shall be experienced in securities law matters) has determined in good faith that the Company then is unable to comply with all applicable EMCON policies regarding trading its disclosure obligations (because it would otherwise need to disclose material information which the Company has a bona fide business purpose for preserving as confidential) or Securities and Exchange Commission (the "Commission") requirements in connection with a registration statement and (ii) the Company shall have provided Intermediate notice of securities the determination contemplated by insiders clause (i) above within 3 business days of such determination, then the Company shall not be required to file a registration statement pursuant to this Section 1.1 for a period expiring upon the earlier to occur of (x) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to comply with its disclosure obligations and members of management, including Commission requirements or (y) 60 days after counsel to the observance of "window period" and other restrictionsCompany makes such good faith determination.
Appears in 1 contract
Sources: Registration Rights Agreement (Ticketmaster Online Citysearch Inc)
Request for Registration. If the Company shall receive from Initiating Holders at any time after the earlier of (aI) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on five years after the date of such Exchange Noticesthis Agreement or (II) one year after the effective date of the first registration statement filed by the Company pursuant to the Securities Act covering an underwritten offering of Common Stock to the general public, $1,000,000 a written request that the Company effect any registration with respect to all or morea part of the Registrable Securities, EMCON the Company will:
(iI) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"II) and as soon as practicable, use its commercially reasonable efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), ) and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the full exchange Company within twenty (20) calendar days after such written notice from the Company is given. The registration statement filed pursuant to the request of the Notes by Initiating Holders may, subject to the Management Stakeholders (provisions of Sections 2.1(e), include other securities of the "Management Shares"); providedCompany, howeverwith respect to which registration rights have been granted, that EMCON and may include securities of the Company being sold for the account of the Company. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2.1(a):
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON After the Company has already effected initiated one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of 2.1(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities by insiders have been sold and members of management, including the observance of "window period" and other restrictions.registrations which have
Appears in 1 contract
Sources: Purchasers Rights Agreement (Birch Telecom Inc /Mo)
Request for Registration. (a) Upon If the receipt by EMCON Company receives from Initiating Holders at any time after the earlier of Exchange Notices from Management Stakeholders holding Notes180 days following the effective date of the Company's Initial Public Offering and February 17, 2002, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued issues under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in written request given within 30 days after receipt of such written notice from the full exchange Company; PROVIDED, that, except to the extent the Company receives an instruction to the contrary from a particular Holder within such 30 day period, the Company shall include in such registration all Registrable Securities beneficially owned by holders who are not signatories to this Agreement it being understood that any such non-signatories who do not join in any underwriting agreement related to such registration may be removed from such registration at the election of the Notes by Company or the Management Stakeholders (the "Management Shares"); providedmanaging underwriter, howeverand PROVIDED FURTHER, that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A3:
(1) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder; or
(B2) after EMCON the Company has already effected one three such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective registrations pursuant to this Section 33(a) and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (1) and (2), the Management Stakeholders Company shall comply file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders. Regardless of which Initiating Holders makes a request for registration pursuant to this Section 3(a), each Holder will have the right to participate ratably with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictionsothers.
Appears in 1 contract
Sources: Registration Rights Agreement (Servicesoft Technologies Inc)
Request for Registration. (a) Upon If prior to March 5, 2005 the receipt by EMCON Company ------------------------ shall receive from Initiating Holders a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its reasonable best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and laws, appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, and listing on appropriate exchanges) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty days after receipt of such written notice from the full exchange of Company; provided -------- that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A8.5:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, or in which the cost of the foregoing is unreasonable in light of the number of Registrable Securities requested to be sold in such jurisdiction, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or
(B) After the Company has effected two such registrations pursuant to this Section 8.5(a) and such registrations have been declared or ordered effective. Subject to the foregoing clauses (A) and (B) ), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable, after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders receipt of the expected registration request or requests of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a Initiating Holders. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 8.5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but except as provided in the last sentence of Section 8.5(b) below the Company shall have no right to include any of its securities in any such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Preferred Stock and Warrant Purchase Agreement (Banyan Systems Inc)
Request for Registration. At any time on or after January 31, 1998, if any Registrable Securities are outstanding and the Holders (and any prior holder) have not yet had the opportunity to register such shares pursuant to Section 2 above, including without limitation pursuant to Section 2.6 above, upon written notice from Initiating Holders requesting that the Company effect any registration with respect to all or part of the Registrable Securities held by such Initiating Holders, the Company shall (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price promptly give written notice of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a proposed registration statement with the Securities and Exchange Commission to all other Holders (the "CommissionDemand Registration Notice") and (b) as soon as practicable but not later than sixty (60) days after receipt of the request from the Initiating Holders, use its best efforts and take all appropriate action to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of the Notes by the Management Stakeholders (the "Management Shares")Demand Registration Notice; provided, however, that EMCON that:
(i) in no event shall not the Company be obligated required to effect such registrationeffect, qualification or compliance to take any action to effect, more than one registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance3;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statementif, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement upon receipt of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the registration request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply Company is advised in writing by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with all applicable EMCON policies regarding trading a public offering of securities by insiders the Company (a "Company Offering") that, in such firm's opinion, a registration at the time and members on the terms requested would materially adversely affect such Company Offering that had been contemplated by the Company prior to the notice by the Initiating Holders, the Company shall not be required to effect a registration pursuant to this Section 3 until the earliest of management(A) three months after the completion of such Company Offering, including (B) the observance termination of any "window black out" period" , if any, required by the underwriters to be applicable to any Holder who has requested to have any Registrable Securities registered in connection with such registration, (C) promptly after abandonment of such Company Offering or (D) four months after the date of written notice from the Initiating Holders demanding registration pursuant to this Section 3; and
(iii) if, while a registration request is pending pursuant to this Section 3, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President or any Vice President to the proposed selling Holders and other restrictionsthe Company shall not be required to effect a registration pursuant to this Section 3 until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination.
Appears in 1 contract
Sources: Contribution and Exchange Agreement (Cali Realty Corp /New/)
Request for Registration. Subject to Section 11 (a), if, at any time after the earlier of: (i) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding NotesOctober 27, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on 2005 or (ii) the date of such Exchange Noticesclosing of the Initial Public Offering, $1,000,000 the Partnership shall receive from Initiating Holders a written request that the Partnership effect any registration with respect to all or morepart of the Registrable Securities, EMCON the Partnership will:
(i1) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"2) and as soon as practicable, use its commercially reasonable efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within twenty-five (25) days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Partnership pursuant to Sections 2 or 3 hereof; provided, however, that EMCON the Partnership shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(A) After the Partnership has effected three such Registrations pursuant to this Section 2 upon the request of the Initiating Holders, and all such registrations have been declared or ordered effective and maintained effective for at least 270 days (or less if all the Registrable Securities included therein are sooner sold); or
(B) If common units of the Partnership have not been sold to the public pursuant to a registration statement filed with and declared effective by the Commission under the Securities Act, and within thirty (30) days after receipt of a request pursuant to this Section 2, the Partnership informs the Initiating Holders that in any particular jurisdiction in which EMCON would be required lieu of registering the Registrable Securities of the Holders, the Partnership intends to execute a general consent register and sell securities for its own account (within four (4) months of receipt of such request pursuant to service of process unless EMCON is already subject to service in such jurisdiction this Section 2) and except as the Partnership gives the Holders the notice required by Section 3(a)(1) of this Agreement. Subject to the Securities Act foregoing clauses (A) and (B) ), the Partnership shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders receipt of the expected registration request or requests of the Management Shares;
(iii) Initiating Holders, but in no event later than 90 days thereafter, and shall use its best all commercially reasonable efforts to cause such registration the same to be declared effective by the Commission;
Commission as promptly as practicable after such filing. For purposes of a registration under this Section 2, a majority-in-interest of the Initiating Holders shall have the right to select the counsel for all of the selling Holders. Notwithstanding the foregoing, (ivi) keep the Partnership may, prior to the filing of any registration statement requested pursuant to this Section 2, delay the filing of such registration statement effective for a reasonable period of one year or until time (not to exceed 180 days after the Management Stakeholders have completed request for filing a registration statement) if within five days of a resolution of the distribution described Board of Directors determining to delay such filing, the Partnership provides the Initiating Holders with a certificate signed by the Chairman of the Board of Directors stating that, in the good faith judgment of the Board of Directors, such registration statementis not then in the best interests of the Partnership; provided that the Partnership may only defer one registration statement pursuant to this clause (i), whichever first occurs;
and (vii) prepare and file with the Commission such amendments and supplements Partnership may, prior to the filing of any registration statement requested pursuant to this Section 2, delay the filing of such registration statement and for a reasonable period of time (not to exceed 120 days after the prospectus used request for filing a registration statement) if within five days of a resolution of the Board of Directors determining to delay such filing, the Partnership provides the Initiating Holders with a certificate signed by the Chairman of the Board of Directors stating that, in connection with such the good faith judgment of the Board of Directors, the filing of the registration statement as may be necessary to comply with the provisions would require disclosure of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is information not otherwise then required to be delivered disclosed and that such disclosure would adversely affect any material business opportunity, transaction or negotiation then contemplated by the Partnership; provided that the Partnership may defer the filing of a registration statement under this clause (ii) only once in any 12-month period. The Partnership shall give prompt notice to the Securities Act Initiating Holders of the happening end of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a delay period under this subsection. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2(b) below, provided such underwriting agreement contains customary underwriting provisions and provided further that if include securities (other than Registrable Securities) of the underwriter so requests Partnership which are held by partners of the underwriting agreement will contain customary contribution provisionsPartnership other than the Investors (the “Other Partners”) or securities of the Partnership for its own account.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (EverBank Financial Corp)
Request for Registration. If the Company shall receive from Holders of the Registrable Shares (a) Upon the receipt by EMCON "Initiating Holders"), at any time after twelve months following the Closing, a written request that the Company effect any registration of Exchange Notices from Management Stakeholders holding NotesRegistrable Shares consisting of at least thirty-three percent of the Registrable Shares, or if the Holders continue to own less than thirty-three percent of the Registrable Shares, then all remaining Registrable Shares, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all Holders of Registrable Shares; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Shares of any Holder or Holders joining in such request as are specified in a written request received by the full exchange Company within twenty (20) days after such written notice from the Company is effective. Subject to the terms and conditions hereof, each request for registration by the Holders of the Notes by Registrable Shares shall register the Management Stakeholders (offer and sale of Registrable Shares for all cash consideration, and a registration statement in connection therewith shall permit the "Management Shares"); provided, however, that EMCON disposition of such Registrable Shares in accordance with the intended method of methods of disposition specified in such Holders' request for registration. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON After the Company has already effected one initiated four such registration, qualification registrations pursuant to this Section 1.2(a) that have been declared or complianceordered effective and pursuant to which securities have been sold by the Holders;
(iiC) promptly give notice to all Management Stakeholders Within twelve (12) months of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement date of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a previous registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.Section 1.2; or
(bD) During If all the period Registrable Shares proposed to be included could be sold under Rule 144(k) and the Company shall have caused to be provided to the Holders thereof an opinion of the principal counsel of the Company that EMCON's registration statement is effective such securities are distributable pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictionsRule 144(k).
Appears in 1 contract
Request for Registration. Holders of Registrable ------------------------ Securities shall have the right to request (awith such requests in writing and stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders) Upon the receipt by EMCON up to two (2) registrations on Form S-3 (and up to two (2) additional registrations on Form S-3 for each conversion of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal outstanding principal or interest into shares of which may be exchanged for EMCON Common Stock with upon the occurrence of an aggregate value"Event of Default" under the Company Credit Facility or the Ga▇▇▇▇▇▇ ▇redit Facility (as defined in each such Credit Facility, based respectively)) at the Company's expense and an unlimited number of additional registrations on Form S-3 at the closing price selling Holder's expense, provided that the requests for additional registrations are made by Holders of at least ten percent (10%) of the EMCON Common Stock on Registrable Securities, subject only to the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON willfollowing:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON The Company shall not be obligated required to effect such registration, qualification or compliance a registration pursuant to this Section 3(a)(i)(A2.2 prior to September 30, 1998, unless an Event of Default has occurred and is continuing under the Company Credit Facility or under the Ga▇▇▇▇▇▇ ▇redit Facility, in which event the Company shall be required to effect a registration pursuant to this Section 2.2 at any time upon the request of a Holder with respect to any shares of Common Stock issued to a Holder upon conversion of outstanding principal or accrued interest under either the Company Credit Facility or the Ga▇▇▇▇▇▇ Credit Facility after the occurrence of an Event of Default under either of such agreements.
(ii) The Company shall not be required to effect a registration pursuant to this Section 2.2 within one hundred eighty (180) days after the effective date of the last such registration pursuant to this Section 2.2.
(iii) The Company shall not be required to effect a Registration Statement in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;applicable rules or regulations thereunder.
(iv) keep such registration statement effective The Company shall not be required to effect a Registration Statement for a period of one year or until not more than ninety (90) days immediately following the Management Stakeholders have completed delivery of a certificate signed by the distribution described -8- 12 President of the Company to the Requesting Holders stating that, in the registration statementgood faith judgment of the Board of Directors of the Company, whichever first occurs;
it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed on or before the date filing would otherwise be required hereunder; provided, however, that the Company may not utilize this right more than once in any twelve (v12) prepare and file with the Commission such amendments and supplements to such registration statement month period and the prospectus used in connection with such registration statement as Company may be necessary to comply with not exercise this right based on the provisions fact that the Company has recently registered any of its securities for the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement account of a material fact security holder or omits to state a material fact holders exercising their respective demand registration rights. If the Company cannot qualify for registration on Form S-3, then the Company shall effect any registration required to be stated therein or necessary to make requested by the statements therein not misleading Holder on Form S-1, or incomplete such other appropriate form, in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment of such prospectus which event this Section 2.2 shall apply in all respects as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests words "Form S-3" were replaced by the underwriting agreement will contain customary contribution provisionswords "Form S-1" or the appropriate designation for such other form.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Stockholders Agreement (Monsanto Co)
Request for Registration. In the event the Company shall ------------------------ receive a written request from the requisite number of holders of Registrable Securities, as set forth in Sections 2.1(a) and 2.1(b) hereof (athe "Initiating Holders") Upon that the receipt by EMCON Company effect a Demand Registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON willCompany shall:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all such portion of such Registrable Securities as is specified in such request, together with such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as is specified in a written request given within twenty (20) days after receipt of such written notice from the full exchange of Company; provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON has already during the period following an Initial Public Offering that is contemplated by Section 12 hereof, provided that the "market stand-off" effected one by any such registration, qualification or complianceextension is applicable against the persons described in Section 12(ii);
(iiC) promptly give notice if such registration would exceed the number of registrations specified for the Holders in Section 2.1(a) or 2.1(b), as the case may be; or
(D) within twelve (12) months after the effective date of a registration statement previously filed by the Company.
2.1. Subject to all Management Stakeholders the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the expected registration request of the Management Shares;
(iii) use its best efforts Initiating Holders; provided, however, that if the Company shall furnish to cause such registration to be declared effective the Initiating Holders a certificate signed by the Commission;
(iv) keep President of the Company stating that in the good- faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its shareholders for such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under filed and it is therefore essential to defer the Securities Act filing of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement the Company shall have the right to defer such filing ninety (90) days after receipt of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a Initiating Holders. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2.3 below, provided such underwriting agreement contains customary underwriting provisions and provided further include securities offered by the Company for its own account and/or other securities of the Company that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsare held by Other Shareholders.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with Holders agree to execute on an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and expedited basis any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes lockup agreements reasonably requested by the Management Stakeholders (managing underwriter for the "Management Shares")Initial Public Offering; provided, however, that EMCON the lockup period shall not exceed 180 days after the consummation of the Initial Public Offering. Without limiting the generality of the foregoing, the Holders agree, for the benefit of the Company and the underwriters for the Initial Public Offering, that no Holder or any affiliate or family member thereof will directly or indirectly sell, transfer or otherwise dispose of any Restricted Securities (as defined below) prior to the expiration of 180 days after the consummation of the Initial Public Offering (such expiration date shall be obligated referred to effect such registrationherein as the "Lockup Expiration Date"). As used in this Agreement, qualification or compliance "Restricted Securities" shall mean (i) all shares of Common Stock issued to TSG2 and Lively pursuant to this the Contribution and Exchange Agreement and owned by TSG2 and Lively after the Initial Public Offering, together with any securities issued or issuable with respect to any such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, or otherwise and (ii) the Warrants and the Warrant Shares (including any securities received by Shansby Partners or its successors pursuant to Section 3(a)(i)(A) in 12 of the Warrant Agreement). As to any particular jurisdiction in which EMCON would Restricted Securities, such securities shall cease to be required Restricted Securities when (a) a registration statement with respect to execute a general consent to service the sale of process unless EMCON is already subject to service in such jurisdiction and except as required by securities shall have become effective under the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders securities shall have been disposed of the expected registration of the Management Shares;
(iii) use its best efforts to cause in accordance with such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(vb) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as securities may be necessary distributed to comply with the provisions of public pursuant to Rule 144 (or any successor provision) under the Securities Act with respect (even though not actually sold pursuant thereto), (c) such securities shall have been otherwise transferred, new certificates representing such securities not bearing a legend restricting transfer shall have been delivered by the Company and subsequent disposition of such securities (without any volume limitations) shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force, (d) such securities shall have ceased to be outstanding, or (e) the Holder or Holders thereof shall agree in writing to terminate this Agreement. Subject to the disposition conditions and limitations set forth in Section 4 of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident theretothis Agreement, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when after the Lockup Expiration Date, one or more Holders may make a prospectus relating thereto is required to be delivered written request for registration under the Securities Act of the happening all or part of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact its or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective their Restricted Securities pursuant to this Section 31 (a "Demand Registration"), provided that the Management Stakeholders shall comply with all applicable EMCON policies regarding trading Minimum Number (as hereinafter defined) of securities by insiders and members of management, including the observance of "window period" and other restrictions.Restricted Securities shall
Appears in 1 contract
Sources: Registration Rights Agreement (Authentic Specialty Foods Inc)
Request for Registration. (a) Upon the receipt by EMCON Holders of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price at least 100,000 shares of the EMCON Common Registrable Stock on issued (the principal market on which such stock is traded on "Initiating Holders") may request in a written notice that the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly Company file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (or a similar document pursuant to any other statute then in effect corresponding to the "Securities Act")) covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice, and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all provided that there must be included in such registration at least 100,000 shares of the EMCON Common Registrable Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance issued pursuant to the Purchase Agreement. Following receipt of any notice under this Section 3(a)(i)(A4, the Company shall (i) within ten (10) days notify all other Holders of such request in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act writing and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause to be registered under the Securities Act all Registrable Stock that the Initiating Holders and such other Holders have, within ten (10) days after the Company has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders.
(b) The offering made pursuant to such demand shall not be underwritten.
(c) Notwithstanding any provision of this Agreement to the contrary,
(i) the Company shall not be required to effect a registration pursuant to this Section 4 during the period beginning on the date of this Agreement until the date the Company has published the financial results covering at least thirty (30) days of combined operations of the Company and Debitek after the closing of the Purchase Agreement (the "Pooling Restriction Period") provided, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as soon as possible after the end of the Pooling Restriction Period;
(ii) the Company shall not be required to effect a registration pursuant to this Section 4 during the period starting with the date of filing by the Company of, and ending on a date one hundred twenty (120) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company; provided, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as soon as possible;
(iii) if the Company shall furnish to such Holders a certificate signed by the chairman of the Company stating that, in the good faith opinion of the board of directors of the Company, such registration would interfere with any material transaction then being pursued by the Company, then the Company's obligation to use its best efforts to file a registration statement shall be deferred until, in the good faith opinion of the board of directors of the Company, such registration would not interfere with any material transaction then being pursued by the Company, but in any event not longer than 120 days;
(iv) the Company shall not be required to register more than 305,555 Shares in any registration pursuant to this Section 4 and the number of shares that may be included in the registration by each of the Holders shall be reduced, on a pro rata basis (based on the number of shares requested to be included in such registration) by such minimum number of shares as is necessary to comply with this limitation, and
(v) if a registration pursuant to this Section 4 has been effected, the Company shall not be required to effect another registration statement pursuant to this Section 4 until 15 days after the most recent such registration statement is no longer affective.
(d) The Company shall not be obligated to effect and pay for more than three (3) registrations pursuant to this Section 4; provided, that a registration requested pursuant to this Section 4 shall not be deemed to have been effected for purposes of this Section 4(d) unless (i) it has been declared effective by the Commission;
, (ivii) keep such registration statement it has remained effective for a the period set forth in Section 6(a), (iii) Holders of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Registrable Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementhave not withdrawn sufficient shares from such registration such that the remaining holders requesting registration would not have been able to request registration under the provisions of Section 4 and (iv) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, as then in effect, includes an untrue statement of a material fact injunction or omits to state a material fact required to be stated therein other order or necessary to make the statements therein not misleading or incomplete in the light requirement of the circumstances then existing, and at the request of Commission (other than any such Management Stakeholderstop order, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to injunction, or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light other requirement of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued Commission prompted by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations any act or omission of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale Holders of EMCON Common Registrable Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions).
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (ai) Upon The Company shall be required to proceed with the receipt registration requirements of Section 1.2(a)(ii) below if, at any time after the date that is the earlier of two (2) years after the date hereof and six (6) months after the first registration effected by EMCON the Company of Exchange Notices from Management Stakeholders holding Notesany of its securities, the aggregate Principal of which may be exchanged Company receives a written request for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON willa registration:
(iA) From the Holder or Holders of a Substantial Amount of Registrable Securities; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2(a)(i)(A) after the Company has effected two (2) registrations initiated pursuant to this Section 1.2(a)(i)(A).
(B) After the Company has effected two (2) registrations initiated pursuant to clause (A) above, from the Holder or Holders of a majority of the Series E Preferred Stock; provided, however, that the Company shall not be obligated to take any action to effect any registration pursuant to this Section 1.2(a)(i)(B) after the Company has effected one (1) registration initiated pursuant to this clause (B).
(C) After the Company has effected two (2) registrations initiated pursuant to clause (A) above, from the Holder or Holders of a majority of the Warrant Shares; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2(a)(i)(C) after the Company has effected one (1) registration initiated pursuant to this clause (C).
(ii) If, pursuant to Section 1.2(a)(i) above, the Company is required to proceed with the registration requirements, the Company will (A) promptly file a registration statement with give written notice of the Securities proposed registration, qualification or compliance to all other Holders; and Exchange Commission (the "Commission"B) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all such portion of such Holders' Registrable Securities as are specified in such request, together with such portion of the EMCON Common Stock issuable upon Registrable Securities of any other Holder or Holders joining in such request as are specified in a written notice given to the full exchange Company within thirty (30) days after receipt of the Notes written notice from the Company that is required under this Section 1.2(a)(ii); provided that if a registration effected pursuant to this Section 1.2 covers less than eighty percent (80%) of the Registrable Securities requested to be included by the Management Stakeholders Initiating Holders (together with such portion of the "Management Shares"Registrable Securities of any other Holder or Holders joining in such request) or if the request for registration is subsequently withdrawn by the Initiating Holders (and the Holders of the Registrable Securities pay for the expenses incurred by the Company pursuant to such withdrawn registration request to the extent they may be required pursuant to Section 1.5(a) hereof), then such registration shall not count as a registration for purposes of this Section 1.2; and further provided, however, that EMCON the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(a)(i)(A1.2 within three (3) in months after the filing date of any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by other registration filed under the Securities Act and (B) after EMCON has already effected one such registration, qualification other than registration statements relating to employee stock or compliance;
(ii) promptly give notice stock purchase plans or relating solely to all Management Stakeholders transactions under Rule 145 of the expected registration General Rules and Regulations promulgated under the Securities Act or to debt securities) in which the holders of Registrable Shares shall have been permitted to participate pursuant to the Management Shares;foregoing provisions of this Section 1.2(a) or Section 1.3.
(iii) use its best efforts For purposes hereof, a registration will be deemed not to cause have been effected (i) unless and until the registration statement related to such registration to be request is declared effective by the Commission;
(iv) keep such registration statement SEC and remains effective for a period of one year at least 180 days or until all the Management Stakeholders securities registered pursuant thereto have completed the distribution described in the registration statementbeen sold, whichever is the first occurs;
to occur, (vii) prepare and file with the Commission such amendments and supplements to if, after such registration statement has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Holders, unless all stop orders, injunctions and orders shall have been lifted or rescinded, all requirements shall have been satisfied or waived, and the prospectus used registration statement has thereafter become effective again and remains effective for the period described in clause (i) of this Section 1.2(a)(iii) and (iii) if the customary conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration statement as may be necessary to comply with are not satisfied or waived, other than by reason of a failure on the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening part of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsHolder.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Prometheus Laboratories Inc)
Request for Registration. If the Company shall receive from Initiating Holders at any time or times not earlier than the earlier of (ai) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on five (5) years after the date of such Exchange Noticesthis Agreement or (ii) six (6) months after the effective date of the registration statement filed by the Company covering its Initial Offering, a written request specifying that it is made pursuant to this Section 1.2 that the Company effect a registration with respect to all or a part of the Registrable Securities having a reasonably anticipated aggregate offering price of at least $1,000,000 or more10,000,000, EMCON the Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within twenty (20) days after such written notice from the "Management Shares"); provided, however, that EMCON Company is effective. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A1.2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act; or
(B) after EMCON After the Company has already effected one (1) such registration, qualification registration pursuant to this Section 1.2(a) and such registration has been declared or compliance;ordered effective; or
(iiC) promptly give notice During the period starting with the date sixty (60) days prior to all Management Stakeholders the Company's good faith estimate of the expected date of filing of, and ending on a date one hundred twenty (120) days after the effective date of, a registration of pursuant to Section 1.3 hereof; PROVIDED that the Management Shares;
(iii) use its best Company is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commission;become effective; or
(ivD) keep such registration statement effective for a period If the Initiating Holders propose to dispose of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as shares of Registrable Securities that may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock immediately registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering Form S-3 pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsrequest made under Section 1.5 hereof.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Investors' Rights Agreement (Collateral Therapeutics Inc)
Request for Registration. In case the Company shall receive from an Initiating Holder a written request that the Company effect a registration or qualification with respect to a public offering of shares of then outstanding Registrable Securities (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notesa "Registration Notice"), the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate valueCompany will as soon as practicable, based on the closing price of the EMCON Common Stock on the principal market on which use its best efforts to effect such stock is traded on the date of such Exchange Notices, $1,000,000 registration or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances qualification (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws laws) as may be so requested and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such Registration Notice. Notwithstanding the EMCON Common Stock issuable upon foregoing, the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, registration or qualification or compliance pursuant to this Section 3(a)(i)(A2(a):
(i) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration or qualification unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceAct;
(ii) promptly give notice during the period starting with the date sixty (60) days prior to all Management Stakeholders the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the expected Company to be sold by the Company (other than a registration of securities in a Rule 145 Transaction or with respect to an employee benefit plan), provided that the Management SharesCompany is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iii) after the Company has effected two registrations at the request of the Holders pursuant to this Section 2(a) (in the aggregate for all Holders), only if a registration statement covering all Registrable Securities requested by the Initiating Holder to be registered pursuant to this Section 2(a) for each such registration shall have become effective and, if the method of disposition is a firm commitment underwritten public offering, all such Registrable Securities for each such registration shall have been sold pursuant thereto; provided, that (A) the Holders of the SunTrust Registrable Securities shall only be entitled to request one registration pursuant to this Section 2(a), if a registration statement covering all SunTrust Registrable Securities requested by the SunTrust Initiating Holder to be registered pursuant to this Section 2(a) shall have become effective, and (B) the Holders of the ING Registrable Securities shall only be entitled to request one registration pursuant to this Section 2(a), if a registration statement covering all ING Registrable Securities requested by the ING Initiating Holder to be registered pursuant to this Section 2(a) shall have become effective;
(iv) if any firm of counsel representing the Company in connection with any such registration shall advise the Company and the Holders in writing that in their opinion the registration under the Securities Act contemplated hereby is not necessary to permit the sale in the intended method of disposition by the Holders, of the Registrable Securities in a transaction constituting a public offering within the meaning of the Securities Act, then the Company shall not be required to take any action with respect to such registration; provided, however, that the provisions of this clause (iv) shall not apply if the Holder reasonably determines that the Company's failure to take any action with respect to such registration could result in a sale of such Registrable Securities under terms and conditions less favorable to Holder than if the Registrable Securities were registered as provided herein, or if such failure to register the Registrable Securities could delay the sale of the Registrable Securities by the Holder; or
(v) if the Company shall furnish to the Initiating Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future or that a delay is necessary to avoid the disclosure of material non-public information concerning the Company or its Subsidiaries, then the Company's obligation to use its best efforts to cause such registration to register or qualify under this Section 2(a) shall be declared effective by the Commission;
(iv) keep such registration statement effective deferred for a period not to exceed ninety (90) days from the date of one year or until receipt of the Management Stakeholders have completed Registration Notice, provided, however, that the distribution described Company shall not utilize this right more than twice in any twelve (12) month period. Subject to the registration statement, whichever first occurs;
foregoing clauses (i) through (v) prepare and ), the Company shall file with the Commission such amendments and supplements to such a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions any event within sixty (60) days after receipt of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a Registration Notice. The registration statement filed pursuant to this Sectionthe request of the Initiating Holder may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2(c) below, provided such underwriting agreement contains customary underwriting provisions and provided further that if include other securities of the underwriter so requests the underwriting agreement will contain customary contribution provisionsCompany, which may be held by Other Holders.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Ramsay Youth Services Inc)
Request for Registration. (a) Upon In case the receipt by EMCON Company shall receive from Initiating Holders a written request that the Company effect a registration under the Securities Act with respect to not less then 20% of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together will all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (Company within 20 days after receipt of such written notice from the "Management Shares")Company; providedProvided, however, that EMCON the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(a)(i)(A1.2:
(A) in Prior to three months after the effective date of the Company's first registered public offering of its stock; or at any particular jurisdiction in which EMCON would be required time prior to execute a general consent to service the third anniversary of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and this Agreement;
(B) after EMCON If the Company has already effected one a registration pursuant to this subparagraph 1.2(a) or subparagraph 1.4(a) within the previous 12 month period, and such registration, qualification registration has been declared or complianceordered effective;
(iiC) promptly give notice to all Management Stakeholders If the Company, within ten (10) days of the expected receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), in which case the Management Shares;Holders will have their rights to join in such registration pursuant to Section 1.3 hereof; or
(iiiD) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to cause such registration to register, qualify or comply under this Section 1.2 shall be declared effective by the Commission;
(iv) keep such registration statement effective deferred for a period not to exceed 120 days from the date of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions receipt of the Securities Act with respect written request from the Initiating Holders. Subject to the disposition of all securities offered by such registration statement;
foregoing clauses (viA) furnish such number of prospectuses and other documents incident theretothrough (D), including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, such prospectus Company 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to file a registration statement filed pursuant covering the Registrable Securities so requested to this Section, enter into an underwriting agreement reasonably necessary to effect be registered as soon as practicable after receipt of the offer and sale request or requests of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsInitiating Holders.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Tapistron International Inc)
Request for Registration. If AMBI shall receive from BP at any time or times within two years (asubject to extension pursuant to Section 1.15) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on after the date of this Agreement, a written request that AMBI effect any registration with respect to Registrable Securities, or any portion thereof, in a public offering and prior to such Exchange Noticesregistration AMBI receives a written opinion of the Underwriter stating that the registration and sale of such Registrable Securities will not materially adversely affect the liquidity, $1,000,000 trading patterns or moremarket price of AMBI Common Stock, EMCON AMBI will:
(i) promptly file a , as soon as practicable, use its best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON such Registrable Securities as are specified in such request. AMBI shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;1.2:
(iiA) promptly give notice During the period starting with the date thirty (30) days prior to all Management Stakeholders AMBI's good faith estimate of the expected registration date of filing of, and ending on a date ninety (90) days after the Management Shares;
(iii) use its best effective date of, an AMBI-initiated registration; provided that AMBI is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commissionbecome effective;
(ivB) keep such registration statement effective for a During any period of one year in which AMBI does not have available the financial statements which are required by applicable law or until the Management Stakeholders have completed the distribution described regulation to be included in the registration statement, whichever first occursprovided that AMBI shall be obligated to effect such registration as soon as practicable after such financial statements become available;
(vC) prepare and file with the Commission [Intentionally Omitted]
(D) If BP does not request that such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may offering be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered firmly underwritten by such registration statementUnderwriters;
(viE) furnish such number If AMBI and BP using their best efforts are unable to obtain the commitment of prospectuses and other documents incident thereto, including any amendment of or supplement the Underwriters to firmly underwrite the prospectus, as a Management Stakeholder from time to time may reasonably request;offer; or
(viiF) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act If AMBI shall have effected two registrations of the happening of Registrable Securities, or any event as a result of which the prospectus included in such registration statementportion thereof, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions1.2.
Appears in 1 contract
Request for Registration. In case the Company shall receive from an Initiating Holder a written request that the Company effect a registration or qualification with respect to a public offering of shares of then outstanding Registrable Securities (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notesa "REGISTRATION NOTICE"), the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate valueCompany will as soon as practicable, based on the closing price of the EMCON Common Stock on the principal market on which use its best efforts to effect such stock is traded on the date of such Exchange Notices, $1,000,000 registration or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances qualification (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws laws) as may be so requested and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such Registration Notice. Notwithstanding the EMCON Common Stock issuable upon foregoing, the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, registration or qualification or compliance pursuant to this Section 3(a)(i)(ASECTION 2(a):
(i) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration or qualification unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceAct;
(ii) promptly give notice during the period starting with the date sixty (60) days prior to all Management Stakeholders the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the expected Company to be sold by the Company (other than a registration of securities in a Rule 145 Transaction or with respect to an employee benefit plan), provided that the Management SharesCompany is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iii) after the Company has effected one registration at the request of the Holders pursuant to this SECTION 2(a) (in the aggregate for all Holders), only if a registration statement covering all Registrable Securities requested by the Initiating Holder to be registered pursuant to this SECTION 2(a) shall have become effective and, if the method of disposition is a firm commitment underwritten public offering, all such Registrable Securities shall have been sold pursuant thereto;
(iv) if any firm of counsel representing the Company in connection with any such registration shall advise the Company and the Holders in writing that in their opinion the registration under the Securities Act contemplated hereby is not necessary to permit the sale in the intended method of disposition by the Holders, of the Registrable Securities in a transaction constituting a public offering within the meaning of the Securities Act, then the Company shall not be required to take any action with respect to such registration; provided, however, that the provisions of this clause (iv) shall not apply if the Holder reasonably determines that the Company's failure to take any action with respect to such registration could result in a sale of such Registrable Securities under terms and conditions less favorable to Holder than if the Registrable Securities were registered as provided herein, or if such failure to register the Registrable Securities could delay the sale of the Registrable Securities by the Holder.
(v) if the Company shall furnish to the Initiating Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future or that a delay is necessary to avoid the disclosure of material non-public information concerning the Company or its Subsidiaries, then the Company's obligation to use its best efforts to cause such registration to register or qualify under this SECTION 2(a) shall be declared effective by the Commission;
(iv) keep such registration statement effective deferred for a period not to exceed ninety (90) days from the date of one year receipt of the Registration Notice, PROVIDED, HOWEVER, that the Company shall not utilize this right more than twice in any twelve (12) month period; or until Subject to the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
foregoing clauses (i) through (v) prepare and ), the Company shall file with the Commission such amendments and supplements to such a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions any event within sixty (60) days after receipt of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a Registration Notice. The registration statement filed pursuant to this Sectionthe request of the Initiating Holder may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2(c) below, provided such underwriting agreement contains customary underwriting provisions and provided further that if include other securities of the underwriter so requests the underwriting agreement will contain customary contribution provisionsCompany, which may be held by Other Holders.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Ramsay Youth Services Inc)
Request for Registration. In case Echelon shall receive from ------------------------ Initiating Holders a written request that Echelon effect any registration, qualification or compliance with respect to not less than 1,500,000 shares (aappropriately adjusted for stock splits, stock dividends, recapitalizations and the like) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding NotesRegistrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Echelon will:
(i) promptly file a registration statement with give written notice of the Securities and Exchange Commission proposed registration, qualification or compliance to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrationsregistration, qualifications and compliances qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (the "Management Shares")Echelon within 20 days after receipt of such written notice from Echelon; providedProvided, however, that EMCON Echelon shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(a)(i)(A1.5:
(1) in In any particular jurisdiction in which EMCON Echelon would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless EMCON Echelon is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceAct;
(ii2) promptly give notice Prior to all Management Stakeholders the date one year after the effective date of the expected registration Echelon's first registered public offering of the Management Sharesits stock;
(iii3) During the period starting with the date sixty (60) days prior to Echelon's estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of Echelon (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that Echelon is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(4) After Echelon has effected two such registrations pursuant to this subparagraph 1.5(a), and such registrations have been declared or ordered effective; provided, however, that if a registration request made by the Initiating Holders is subsequently withdrawn at any time by the request of the Holders of a majority of the Registrable Securities to be registered, the Holders shall forfeit their right to one requested registration pursuant to this Section 1.5; provided further, however, that if at the time of such withdrawal, the Holders have learned of a materially adverse change in the financial condition, business or prospects of Echelon from that known to the Initiating Holders at the time of their request, the withdrawal shall not result in such a forfeit of the Holder's rights to a requested registration pursuant to this Section 1.5;
(5) If Echelon shall furnish to such Holders a certificate signed by the President of Echelon stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to Echelon or its stockholders for a registration statement to be filed in the near future, then Echelon's obligation to use its best efforts to cause such registration to register, qualify or comply under this Section 1.5 shall be declared effective by the Commission;
(iv) keep such registration statement effective deferred for a period not to exceed one hundred twenty (120) days from the date of one year or until receipt of written request from the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect Initiating Holders. Subject to the disposition of all securities offered by such registration statement;
foregoing clauses (vi1) furnish such number of prospectuses and other documents incident theretothrough (5), including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, such prospectus Echelon 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to file a registration statement filed pursuant covering the Registrable Securities so requested to this Sectionbe registered as soon as practicable, enter into an underwriting agreement reasonably necessary to effect after receipt of the offer and sale request or requests of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsInitiating Holders.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. Holders of Registrable Securities shall have the right to request (awith such requests in writing and stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders) Upon the receipt by EMCON up to two (2) registrations on Form S-3 (and up to two (2) additional registrations on Form S-3 for each conversion of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal outstanding principal or interest into shares of which may be exchanged for EMCON Common Stock with upon the occurrence of an aggregate value"Event of Default" under the Company Credit Facility or the Gargiulo Credit Facility (as defined ▇▇ ▇▇▇▇ such Credit Facility, based respectively)) at the Company's expense and an unlimited number of additional registrations on Form S-3 at the closing price selling Holder's expense, provided that the requests for additional registrations are made by Holders of at least ten percent (10%) of the EMCON Common Stock on Registrable Securities, subject only to the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON willfollowing:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON The Company shall not be obligated required to effect such registration, qualification or compliance a registration pursuant to this Section 3(a)(i)(A2.2 prior to September 30, 1998, unless an Event of Default has occurred and is continuing under the Company Credit Facility or under the Gargiulo Credit ▇▇▇▇▇▇▇y, in which event the Company shall be required to effect a registration pursuant to this Section 2.2 at any time upon the request of a Holder with respect to any shares of Common Stock issued to a Holder upon conversion of outstanding principal or accrued interest under either the Company Credit Facility or the Gargiulo Credit ▇▇▇▇▇▇▇y after the occurrence of an Event of Default under either of such agreements.
(ii) The Company shall not be required to effect a registration pursuant to this Section 2.2 within one hundred eighty (180) days after the effective date of the last such registration pursuant to this Section 2.2.
(iii) The Company shall not be required to effect a Registration Statement in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;applicable rules or regulations thereunder.
(iv) keep such registration statement effective The Company shall not be required to effect a Registration Statement for a period of one year or until not more than ninety (90) days immediately following the Management Stakeholders have completed delivery of a certificate signed by the distribution described President of the Company to the Requesting Holders stating that, in the registration statementgood faith judgment of the Board of Directors of the Company, whichever first occurs;
it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed on or before the date filing would otherwise be required hereunder; provided, however, that the Company may not utilize this right more than once in any twelve (v12) prepare and file with the Commission such amendments and supplements to such registration statement month period and the prospectus used in connection with such registration statement as Company may be necessary to comply with not exercise this right based on the provisions fact that the Company has recently registered any of its securities for the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement account of a material fact security holder or omits to state a material fact holders exercising their respective demand registration rights. If the Company cannot qualify for registration on Form S-3, then the Company shall effect any registration required to be stated therein or necessary to make requested by the statements therein not misleading Holder on Form S-1, or incomplete such other appropriate form, in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment of such prospectus which event this Section 2.2 shall apply in all respects as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests words "Form S-3" were replaced by the underwriting agreement will contain customary contribution provisionswords "Form S-1" or the appropriate designation for such other form.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon If the Partnership shall receive at any time a written request from Holder that the Partnership effect the registration under the 1933 Act, then the Partnership agrees to, within five days of the receipt thereof, subject to the limitations of this Section 1.2, use its best efforts to effect such a registration as soon as practicable and in any event to file within 90 days of the receipt of such request a registration statement under the 1933 Act covering all the Registrable Securities which Holder shall request in such written request and to use its best efforts to have such registration statement promptly become effective.
(b) If Holder submits a registration request hereunder and intends to distribute the Registrable Securities covered by EMCON a registration statement filed pursuant to that request by means of Exchange Notices from Management Stakeholders holding Notesan underwriting, it shall so advise the Partnership as a part of its request made pursuant to this Section 1.2. In such event, the aggregate Principal right of which may Holder to include its Registrable Securities in such registration shall be exchanged conditioned upon its participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. Holder shall (together with the Partnership as provided in subsection 1.4(e)) enter into an underwriting agreement with the underwriter or underwriters selected for EMCON Common Stock with an aggregate valuesuch underwriting by Holder and reasonably satisfactory to the Partnership.
(c) Notwithstanding the foregoing, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file the Partnership shall not be obligated to effect the filing of a registration statement with pursuant to this Section 1.2 during the Securities shorter of (x) 120 days following the filing of and Exchange Commission (y) 90 days following the effective date of a registration statement pertaining to an underwritten public offering of securities for the account of the Partnership, provided the Partnership is at all times during such period diligently pursuing an offering pursuant to such registration, and (ii) if the Partnership shall furnish to Holder requesting a registration statement pursuant to Section 1.2(a) a certificate signed by American Property Investors, Inc., a Delaware corporation and the general partner of the Partnership (the "CommissionGeneral Partner") stating that in the judgment of the General Partner on behalf of the Partnership, it would not be in the best interests of the Partnership and effect all its limited partners generally for such registrations, qualifications and compliances (including, without limitationregistration statement to be filed, the execution Partnership shall have the right to defer such filing for a period of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all not more than 210 days after receipt of the EMCON Common Stock issuable upon the full exchange request of the Notes by the Management Stakeholders (the "Management Shares")Holder; provided, however, that EMCON shall the Partnership may not be obligated to effect such registration, qualification or compliance pursuant to utilize the right set forth in this Section 3(a)(i)(Asubsection (d)(ii) more than once in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionstwelve-month period.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (American Real Estate Partners L P)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from an Initiating Holder a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities and specifying the intended method of disposition thereon, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders of Registrable Securities promptly, and in any event within 10 business days; and
(ii) as soon as practicable, use its diligent best efforts to effect such registration statement as may be so requested (in accordance with the Securities and Exchange Commission (the "Commission"intended method thereof as aforesaid) and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within ten (10) business days after written notice from the "Management Shares")Company is given under Section 9.2(a)(i) above; provided, however, provided that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A9.2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder;
(B) after EMCON After the Company has already effected one four (4) such registration, qualification registrations pursuant to this Section 9.2 and such registrations have been declared or compliance;
(ii) promptly give notice to all Management Stakeholders ordered effective and the sales of the expected registration of the Management Shares;
(iii) use its best efforts to cause such Registrable Securities shall have closed; provided that any Holder may participate in any such registration to the extent provided in Section 9.2 if the registration as the result of a request of another Initiating Holder; or
(C) The Registrable Securities requested by all Holders to be declared effective registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $20,000,000.
(D) If in the good faith judgment of the Board based upon the written opinion of a nationally recognized investment banking firm selected by the Commission;
(iv) keep Company and reasonably acceptable to the Holders, such registration statement effective for would have a period material adverse effect on the market price of one year the shares of Common Stock, the Company shall have the right to limit the number of Registrable Securities requested by all Holders to be registered pursuant to such request; provided, however, that the Company shall use reasonable commercial efforts to register not less than fifty percent (50%) of the number of Registrable Securities requested to be registered or until to facilitate a private sale of such number of Registrable Securities to institutional investors in a manner that would ameliorate the Management Stakeholders have completed anticipated material adverse effect of any such sale on the distribution described market price of the shares of Common Stock; provided, further, that in the registration statementevent the total number of shares that the Selling Holders (as hereinafter defined) shall request to be registered by the Company equals a number that is equal to or less than twenty percent (20%) of the then outstanding shares of Common Stock, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with then the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
this Subsection (vii)(E) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commissionapply; and
(x) in connection with any underwritten offering pursuant to a The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 9.2(b) below, provided include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. If, at any time after February 5, 2007 (a) Upon such date being hereinafter referred to as the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes“First Demand Date”), the aggregate Principal of which may Company shall receive from Initiating Holders holding First Registrable Securities a written request that the Company effect any registration with respect to the First Registrable Securities, the provisions set forth below shall be exchanged for EMCON Common Stock applicable. In addition, in the event that Subsequent Registrable Securities are issued by the Company and on a date that is not less than one year after such issuance (a “Subsequent Demand Date” and together with an aggregate valuethe First Demand Date, based on a “Demand Date”), the closing price Company shall receive from Initiating Holders holding Subsequent Registrable Securities a written request that the Company effect any registration with respect to Subsequent Registrable Securities, then the provisions set forth below shall also be applicable. In each of the EMCON Common Stock on foregoing events, the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(ia) promptly file a give written notice of the proposed registration statement with to all other Holders of the First Registrable Securities and Exchange Commission or Subsequent Registrable Securities, as the case may be; and
(the "Commission"b) and as soon as practicable, use all reasonable efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-post effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by such Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of such Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the EMCON Common Stock issuable upon Company; provided that the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(i) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceapplicable rules or regulations thereunder;
(ii) promptly give notice to all Management Stakeholders less than ninety (90) calendar days after the effective date of the expected any registration of the Management Sharesdeclared or ordered effective other than a registration on Form S-3 or Form S 8;
(iii) use if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its best efforts President to cause the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such registration material information is disclosed to the public or ceases to be declared effective by material, or (B) ninety (90) days after the Commission;Company makes such good faith determination; provided, however, that the Company shall not utilize the right under this Section 2.1(a)(iii) more than once in any twelve (12) month period; or
(iv) keep such except as set forth in Section 2.5, after the second registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective Registrable Securities pursuant to this Section 32.1 has been declared or ordered effective. Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Management Stakeholders Company shall comply with all applicable EMCON policies regarding trading file a registration statement covering such Registrable Securities so requested to be registered as soon as practicable after receipt of securities by insiders and members the request or requests of management, including the observance of "window period" and other restrictionssuch Initiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Impart Media Group Inc)
Request for Registration. The Initiating Holders, by written ------------------------ request to the Company, may require the Company to effect a registration with respect to Registrable Securities at any time after an IPO. If the Initiating Holders elect to exercise their rights under this Section 2.1 the Company ----------- shall:
(a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price promptly give written notice of the EMCON Common Stock on proposed registration to all other Holders (the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:"Demand Registration Notice"); and
(ib) promptly as soon as practicable but not later than sixty (60) days after receipt of the request from the Initiating Holders, use its best efforts and take all appropriate action to file a such registration statement with the Securities Commission, and Exchange Commission (the "Commission") shall use its best efforts and take all appropriate action to effect all such registrations, qualifications and compliances registration as soon as possible following such filing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of the Notes by the Management Stakeholders (the "Management Shares")Demand Registration Notice; provided, however, that EMCON the Company shall -------- ------- not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2 (i) in any particular jurisdiction in which EMCON would be required if a --------- registration pursuant to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by this Section 2 has been declared or ordered --------- effective within the Securities Act and (B) after EMCON has already effected one such registration, qualification prior twelve months or compliance;
(ii) promptly give notice to all Management Stakeholders of after the expected registration of the Management Shares;
(iii) use its best efforts to cause third such registration pursuant to be this Section 2 has been declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statementordered --------- effective; provided, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act further, however, that if with respect to the disposition last remaining demand registration right the Holders shall not be permitted to include all of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement the Registrable Securities requested to be so included therein pursuant to the prospectusoperation of Section 2.5 below, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such the ----------- Holders shall be granted an additional demand registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included exercisable in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply accordance with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions2.
Appears in 1 contract
Sources: Registration Rights Agreement (Career Education Corp)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from an Initiating Holder, at any time that is at least six months after the Initial Public Offering, a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i1) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(2) as soon as practicable, use all commercially reasonable efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within ten (10) business days after written notice from the "Management Shares")Company is given under SECTION 2(a)(i)(1) above; provided, however, provided that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(ASECTION 2(a):
(A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder;
(B) after EMCON the Company has already effected one two (2) such registration, qualification registrations pursuant to this SECTION 2(a) and such registrations have been declared or compliance;
(ii) promptly give notice to all Management Stakeholders ordered effective and the sales of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Registrable Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required registrations shall have closed; or
(C) if the Registrable Securities requested by all Holders to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish registered pursuant to such Management Stakeholder a reasonable number request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) 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 shares, 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 or incomplete in the light of the circumstances then existing;
at least Fifteen Million Dollars (viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a $15,000,000). The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSECTION 2(a)(ii) below, provided include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such underwriting agreement contains customary underwriting provisions and provided further that if registration (“Other Stockholders”). In the underwriter so event any Holder requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's a registration statement is effective pursuant to this Section 3SECTION 2(a) in connection with a distribution of Registrable Securities to its partners or members, the Management Stakeholders registration shall comply with provide for the resale by such partners or members, if requested by such Holder. The registration rights set forth in this SECTION 2 may be assigned, in whole or in part, to any permitted transferee of Registrable Securities (who shall be bound by all applicable EMCON policies regarding trading obligations of securities by insiders and members of management, including the observance of "window period" and other restrictionsthis Agreement).
Appears in 1 contract
Request for Registration. (ai) Upon On or prior to December 31, 2005, in case the Company shall receive from one or more of the Gores Shareholders holding Registrable Securities (a “Gores Initiating Holder”, or, collectively, the “Gores Initiating Holders”) a written request that the Company effect any registration, qualification or compliance with respect to Registrable Securities (a “Gores Registration Notice”), the Company shall, within thirty (30) days of the receipt by EMCON thereof, give written notice (a “Gores Notice of Exchange Notices from Management Stakeholders Requested Registration”) of such request to all other Gores Shareholders holding Notes, Registrable Securities and the Existing Shareholders. Each Gores Initiating Holder may request the registration of its pro rata portion of the Registrable Securities held in the aggregate Principal by the Gores Shareholders pursuant to this Section 1.2(a)(i); provided, however, that (x) with respect to any Gores Initiating Holder which is an MPC Employee, such MPC Employee’s pro rata portion shall be reduced by the amount of which may be exchanged for EMCON any shares of Common Stock with an aggregate value, based on that such MPC Employee has sold in a private transaction or in the closing price open market between the effective date of the EMCON Common Stock on the principal market on which such stock is traded on Merger and the date of a registration pursuant to this Section 1.2(a)(i) and (y) for purposes of calculating the pro rata portion of Registrable Securities held in the aggregate by all Gores Shareholders, any shares of Common Stock that are excluded under clause (x) shall also be excluded from such Exchange Noticescalculation. The Company thereupon will, $1,000,000 or more, EMCON will:
(i) promptly as soon as practicable(and shall file a registration statement with the Commission not later than October 7, 2005 if notice is given prior to that date), use commercially reasonable efforts to effect the registration, qualification or compliance of the following Registrable Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky Blue Sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) specified in a request made pursuant to this Section 1.2(a)(i), subject to the limit set forth in Subsection 1.2(a)(iii)(G):
(A) the Registrable Securities which the Company has been so requested to register by such Gores Initiating Holders; and
(B) all other Registrable Securities of the Gores Shareholders, the holders of which have made written requests to the Company for registration within twenty (20) days (or such longer period the Company may elect to provide) after the giving of the Gores Notice of Requested Registration; and
(C) all other Registrable Securities of the Existing Shareholders, the holders of which have made written requests to the Company for registration within twenty (20) days (or such longer period the Company may elect to provide) after the giving of the Gores Notice of Requested Registration.
(ii) After December 31, 2005, in case the Company shall receive from one or more Holders holding Registrable Securities (a “Regular Initiating Holder”, or, collectively, the “Regular Initiating Holders”) a written request that the Company effect any registration, qualification or compliance with respect to Registrable Securities offered to the public having an aggregate offering price of not less than $5,000,000 (a “Regular Registration Notice”), the Company shall, within thirty (30) days of the receipt thereof, give written notice (a “Regular Notice of Requested Registration”) of such request to all other Holders holding Registrable Securities and thereupon will, as soon as practicable, use commercially reasonable efforts to effect with respect to (A) the Registrable Securities which the Company has been so requested to register by such Regular Initiating Holders and (B) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) days (or such longer period the Company may elect to provide) after the giving of the Regular Notice of Requested Registration, the registration, qualification or compliance of such Registrable Securities (including, without limitation, appropriate qualification under applicable Blue Sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities specified in such requests.
(iii) Notwithstanding the EMCON Common Stock issuable upon foregoing, the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to take any action to effect such any registration, qualification or compliance pursuant to this Section 3(a)(i)(A1.2(a)(i) or (a)(ii):
(A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON has already effected one with respect to requests for registration made pursuant to Section 1.2(a)(ii), during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company sold by the Company (other than with respect to a Special Registration Statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration, qualification or complianceregistration statement to become effective;
(iiC) promptly give notice to all Management Stakeholders after the Company has effected one (1) registration at the request of one or more of the expected registration of the Management SharesGores Shareholders made pursuant to Section 1.2(a)(i), and such registrations have been registered or ordered effective;
(iiiD) after the Company has effected two (2) registrations (or three (3), if no registration under Section 1.2(a)(i) is declared effective) at the request of one or more of the Holders made pursuant to Section 1.2(a)(ii), and such registrations have been declared or ordered effective, but such number shall be reduced by the number of registrations under Section 1.4 hereof that are declared effective;
(E) during the one hundred eighty (180) day period following a registration demand pursuant to Sections 1.2(a)(i) or (a)(ii);
(F) if the Company shall furnish to such holders of Registrable Securities requesting registration pursuant Sections 1.2(a)(i) and (a)(ii) (such requesting Holders and all other Holders requesting registration of Registrable Securities pursuant to this Agreement, “Requesting Holders”) a certificate signed by the Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to cause such registration to register, qualify or comply under this Section 1.2 shall be declared effective by the Commission;
(iv) keep such registration statement effective deferred for a period not to exceed ninety (90) days from the date of one year receipt by the Company of a Gores Registration Notice or until a Regular Registration Notice regarding which the Management Stakeholders have completed Company has furnished such certificate from the distribution described Chairman of the Board of the Company, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period. If the Company shall furnish such certificate in response to a Gores Registration Notice, the right of the Gores Shareholders to request registration pursuant to Section 1.2(a)(ii) hereof shall commence as of April 30, 2006; or
(G) only in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions case of the Securities Act with respect demand registration under Section 1.2(a)(i), the Company need not register more than (I) 40% of the issued and outstanding shares of Common Stock then held by all Gores Shareholders and (II) 10% of the issued and outstanding shares of Common Stock then held by all Existing Shareholders in such registration. Subject to the disposition of all securities offered by such registration statement;
foregoing clauses (viA) furnish such number of prospectuses and other documents incident theretothrough (G), including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, such prospectus Company 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to file a registration statement filed pursuant covering the Registrable Securities so requested to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective be registered pursuant to this Section 31.2 as soon as practicable (and in any event within forty-five (45) days of receipt of the Gores Registration Notice or the Regular Registration Notice), after receipt of the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities request by insiders and members of managementone or more Gores Initiating Holders or Regular Initiating Holders, including the observance of "window period" and other restrictionsas applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (HyperSpace Communications, Inc.)
Request for Registration. (aUnless this Warrant is exercised pursuant to ------------------------ Section 1.1(b) Upon hereof, if, at any time prior to the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price fifth anniversary of the EMCON Common Stock on date hereof, Holders holding the principal market on which such stock is traded on the date greater of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly at least twenty-five percent (25%) of the combined total of Warrant Shares issuable and Warrant Shares outstanding pursuant to the Second Warrant and any prior or subsequent warrant issued by Diamond to S3 or (ii) one hundred percent (100%) of such shares issued or issuable pursuant to the First Warrant, at such time request that the Company file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not then available to the Company) under the Securities Act, as soon as practicable thereafter the Company shall use its commercially reasonable efforts to file a registration statement with respect to all Warrant Shares that it has been so requested to include (so long as such Warrant Shares represent the Securities and Exchange Commission greater of the amount set forth in clause (the i) or clause (ii) above)(the "CommissionDemand Registration") and obtain the effectiveness thereof, and to take all other action necessary under any federal or state law or regulation to permit the Warrant Shares that are held and/or that may be acquired upon the exercise of the Warrants specified in the notices of the Holders or holders thereof to be sold or otherwise disposed of, and the Company shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or holders to effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky proposed sale or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933disposition, as amended which period shall be not less than thirty (the "Securities Act"), and any other governmental requirements or regulations30) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")days; provided, however, the Company shall be entitled to defer such registration for a period of up to forty-five (45) days if and to the extent that EMCON its Board of Directors shall determine that such registration would interfere with a pending corporate transaction. The Company shall also promptly give written notice to the Holders and the holders of any other Warrants and/or the holders of any Warrant Shares who or that have not be obligated made a request to the Company pursuant to the provisions of this Section 2.2(a) of its intention to effect any required registration or qualification, and shall use its commercially reasonable efforts to effect as expeditiously as possible such registrationregistration or qualification of all such other Warrant Shares that are then held and/or that may be acquired upon the exercise of the Warrants, the Holder or holders of which have requested such registration or qualification within fifteen (15) days after such notice has been given by the Company. The Company shall be required to effect a registration or compliance qualification pursuant to this Section 3(a)(i)(A2.2(a) in any particular jurisdiction in which EMCON would be required to execute on a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period total of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v1) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsoccasion.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Warrant Agreement (S3 Inc)
Request for Registration. (a) Upon Subject to Section 2.4, at any time and from time to time after the receipt by EMCON of Exchange Notices from Management Stakeholders Closing, Investors holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price at least a majority-in-interest of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file Registrable Securities then issued and outstanding may make a written demand for registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933all or part of their Registrable Securities, as amended which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Within ten (10) days following receipt of any request for a Demand Registration, SPAC will notify all other Investors holding Registrable Securities of the "Securities Act")demand, and any other governmental requirements each Investor holding Registrable Securities who wishes to include all or regulationsa portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) as would permit or facilitate shall so notify SPAC within ten (10) days after the sale and distribution of all receipt by the Investor of the EMCON Common Stock issuable upon notice from SPAC. Upon any such request, the full exchange of Demanding Holders shall be entitled to have their Registrable Securities included in the Notes by Demand Registration, subject to Section 2.1.4 and the Management Stakeholders (the "Management Shares"); provided, however, that EMCON provisos set forth in Section 3.1.1. SPAC shall not be obligated to effect such registration, qualification or compliance pursuant to more than an aggregate of two (2) Demand Registrations under this Section 3(a)(i)(A2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, SPAC shall not be obligated to effect a Demand Registration under this Agreement, (i) in any particular jurisdiction in which EMCON would be required if a Piggy-Back Registration had been available to execute a general consent to service the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of process unless EMCON is already subject to service in such jurisdiction and except as required by request for the Securities Act and (B) after EMCON has already effected one such registrationDemand Registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders within sixty (60) days after the effective date of the expected a previous registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act effected with respect to the disposition of all securities offered by such registration statement;
Registrable Securities pursuant this Section 2.1, or (viiii) furnish such number of prospectuses and other documents incident thereto, including during any amendment of or supplement period (not to exceed one hundred eighty (180) days) following the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act closing of the happening completion of any event as an offering of securities by SPAC if such Demand Registration would cause SPAC to breach a result of which the prospectus included “lock-up” or similar provision contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsfor such offering.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Melar Acquisition Corp. I/Cayman)
Request for Registration. (a) Upon At any time after the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, date 180 days after the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price date of the EMCON Common Stock on Prospectus, if the principal market on which Corporation shall receive from any Shareholder (in such stock is traded on capacity, a "Requesting Shareholder"), a written request that the Corporation effect any registration under the Securities Act, or, mutatis mutandis, under the securities Laws then applicable in Canada, with respect to the sale and distribution of all or a part representing not less than 5% of the Registrable Shares in a public offering, then if the then outstanding Commission has not prior to the date of such Exchange Noticesrequest (the "Demand Date") declared effective a shelf registration statement pursuant to Rule 415 with respect to all of the Registrable Shares (a "Shelf Registration Statement") which is effective as of the Demand Date, $1,000,000 or more, EMCON the Corporation will:
(i) promptly file a registration statement with give written notice of the Securities and Exchange Commission proposed registration, qualification or compliance to each of the other Shareholders (collectively, the "CommissionNon-Requesting Shareholders"); and
(ii) and as soon as practicable but in any event within 90 days, use its reasonable best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable securities Laws, including, without limitation, "blue sky or other state securities laws sky" laws, and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933or the securities Laws then applicable in Canada, as amended (the "Securities Act"), case may be) as may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Shares of the Notes Non-Requesting Shareholder(s) joining in such request as are specified in a written request received by the Management Stakeholders Corporation within ten (10) Business Days after written notice from the "Management Shares")Corporation is given under clause 2(a)(i) above; provided, however, provided that EMCON the Corporation shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(A) for a period of up to 120 days (a "Deferral Period"), each of which Deferral Periods may be renewed for one additional Deferral Period, in the case of any Deferral Period (or its renewal), if the board of directors of the Corporation (1) determines in good faith that (a) it is in possession of material, nonpublic information concerning an acquisition, merger, recapitalization, consolidation, reorganization, financing or other material transaction by or of the Corporation or concerning pending or threatened litigation, and (b) disclosure of such information would jeopardize any such transaction or litigation and would be seriously detrimental to the Corporation and (2) delivers written notice to the Requesting Shareholders and Non-Requesting Shareholders that, in its good faith judgment, it would not be in the best interests of the shareholders of the Corporation for such Registration to be effected; provided that the Corporation shall not defer its obligation in this manner more than once in any twelve-month period.
(B) in any particular jurisdiction in which EMCON the Corporation would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(C) with respect to any Shareholder (together with its Permitted Transferees and Specific Assignees), after the Corporation has effected three (B3) after EMCON registrations pursuant to this Section 2(a); provided, however, that any request under Section 2(a) shall be deemed not to have been made if (i) it does not result in a registration that is declared or ordered effective by the applicable governmental authorities or agencies, including without limitation, the Commission, and that remains effective for not less than 30 days (or such shorter period as will terminate when all Registrable Shares covered by such registration have been sold or withdrawn), or, if such registration relates to an underwritten offering, such longer period, if any, as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of the Registrable Shares by an underwriter or dealer (in either case, such period being the "Demand Period"), (ii) (x) during the Demand Period such registration is terminated by any stop order, injunction or other order or requirement of any governmental agency or court or (y) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of an applicable underwriting agreement by the selling Shareholders, or (iii) the Requesting Holders withdraw their request for registration and bear the Registration Expenses, all in accordance with Section 6 below; or
(D) if on or prior to the Demand Date, the Corporation has already effected one filed with the Commission a Shelf Registration Statement on Form S-3 covering the Registrable Shares which is being diligently pursued by the Corporation with the Commission as of the Demand Date. The registration statement filed pursuant to the request of the Requesting Shareholders and any Non-Requesting Shareholder may, subject to the provisions of Section 2(b) below, include Primary Shares.
(b) The Corporation shall be entitled to select the managing underwriter of the underwriting; provided, however, that any such managing underwriter shall be an investment banking firm of nationally recognized reputation reasonably acceptable to the selling Shareholders representing a majority of the Registrable Shares to be included in such registration. The Requesting Shareholders and the Non-Requesting Shareholders (collectively, the "Holders") proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Corporation reasonably acceptable to the Corporation. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Requesting Shareholders in writing that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, qualification or compliancethen the number of Registrable Shares and/or Primary Shares to be included in such registration shall be reduced to such number as shall, in the managing underwriter's opinion, not be likely to have such an effect, which shall be included in such registration in the following order:
(i) first, the Registrable Shares requested to be included in such registration that are held by the Requesting Shareholders (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder);
(ii) promptly give notice second, the Registrable Shares requested to all Management Stakeholders be included in such registration that are held by the Non-Requesting Shareholders (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of the expected registration of the Management Shares;Registrable Shares requested to be registered by each such holder); and
(iii) use its best efforts to cause third, the Primary Shares. No Registrable Shares or Primary Shares excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration to be declared effective by the Commission;registration.
(ivc) keep In the event that a registration is requested under this Section 2 and each of the Requesting Shareholders making such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements request later determine not to such registration statement and the prospectus used sell their Registrable Shares in connection with the registration requested, then the Requesting Shareholders shall give prompt notice to the Corporation and the other Shareholders, as applicable, that the registration requested is no longer required and the request is thereby withdrawn. Upon receipt of such notice, the Corporation shall cease all efforts to secure registration and shall take all action necessary and reasonably practicable to prevent the commencement of effectiveness for any registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of that it is preparing or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) has prepared in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionswithdrawn request.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Fairfax Financial Holdings LTD/ Can)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from the applicable Holders a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notestheir Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(iA) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(B) as soon as practicable, use its diligent best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (Company within 10 business days after written notice from the "Management Shares")Company is given under Section 2(a)(ii)(A) above; provided, however, provided that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2(a):
(1) in If such registration would be the Initial Public Offering, unless such request for registration is received from the Holders of at least 51% of the shares of Common Stock issued or issuable upon conversion of the Convertible Preferred Stock and exercise of the Warrants;
(2) Within 180 days following the Initial Public Offering;
(3) In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceapplicable rules or regulations thereunder;
(ii4) promptly give notice to all Management Stakeholders After the Company has effected the applicable number of registrations set forth in Section 2(a)(i) above and such registrations have been declared or ordered effective and the expected registration sales of the Management Shares;such Registrable Securities shall have closed; or
(iii5) use its best efforts to cause such registration If the Registrable Securities requested by all Holders to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements registered pursuant to such registration statement request do not have an anticipated aggregate public offering price (before any underwriting discounts and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions commissions) of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a least $10,000,000. The registration statement filed pursuant to this Sectionthe request of the Investors may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2(a)(iii) below, provided include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
registration (b) During the period that EMCON's "Other Stockholders"). The registration statement is effective pursuant to rights set forth in this Section 32 may be assigned, the Management Stakeholders in whole or in part, to any transferee of Registrable Securities (who shall comply with be bound by all applicable EMCON policies regarding trading obligations of securities by insiders and members of management, including the observance of "window period" and other restrictionsthis Agreement).
Appears in 1 contract
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from Holders holding in the aggregate more than 50% of Exchange Notices the Registrable Securities, at any time from Management Stakeholders holding Notesand after February 28, 2003, a prior written notice of at least 45 days that the Company effect any registration with respect to all or a part of the Registrable Securities with a fair market value of no less than $1,000,000 at the time of such notice, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i1) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; provided that such notice shall not be required to be given to any Affiliate of the Investor (if provided to the Investor) or to any Holder (other than the Investor) that is described in clause (y) of the definition of Holder if such Holder is not known by the Company to be such; and
(2) as soon as practicable, commencing after such 45 day period, use its diligent best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (Company within 10 business days after written notice from the "Management Shares")Company is given under Section 2(a)(i)(1) above; provided, however, provided that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2(a):
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder;
(B) after EMCON After the Company has already effected one such registration, qualification or compliance;
(ii1) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration pursuant to be declared effective by the Commission;
(ivthis Section 2(a) keep and such registration statement effective for a period of one year has been declared or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such ordered effective; The registration statement and the prospectus used in connection with such registration statement as may be necessary filed may, subject to comply with the provisions of Section 2(a)(ii) below, include other securities of the Securities Act Company which are held by Persons who, by virtue of agreements with respect the Company, are entitled to the disposition of all include their securities offered by in any such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including "Other Stockholders"). In the event any amendment of or supplement Holder requests a registration pursuant to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(xthis Section 2(a) in connection with any underwritten offering pursuant a distribution of Registrable Securities to a its equity owners, the registration statement filed pursuant to this Sectionshall provide for the resale by such equity owners, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided if requested by such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's Holder. The registration statement is effective pursuant to rights set forth in this Section 32 may be assigned, the Management Stakeholders in whole or in part, to any transferee of Registrable Securities (who shall comply with be bound by all applicable EMCON policies regarding trading obligations of securities by insiders and members of management, including the observance of "window period" and other restrictionsthis Agreement).
Appears in 1 contract
Sources: Registration Rights Agreement (Esarbee Investments LTD)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and laws, appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, and listing on appropriate exchanges) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty days after receipt of such written notice from the full exchange of Company; provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A11.4 (A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, or in which the cost of the foregoing is unreasonable in light of the number of Registrable Securities requested to be sold in such jurisdiction, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder, and (B) after EMCON the Company has already effected one three such registrationregistrations pursuant to this Section 11.4(a), qualification and such registrations have been declared or compliance;
ordered effective and the sales of such Registrable Securities shall have closed, and provided further that the Company may defer the filing (iibut not the preparation) promptly give notice of any registration otherwise required pursuant to all Management Stakeholders this Section 11.4 (X) if another registration of equity securities of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered Company under the Securities Act is then pending or has been duly and validly demanded by any holder of securities of the happening Company who is entitled, by contract with the Company, to have securities included in such a registration (such persons collectively, the "Other Shareholders") and such contractual arrangement prohibits the Company from effecting such registration at such time pursuant to this Agreement, or (Y) if a period of less than three months shall have elapsed from the effective date of the most recent registration previously effected by the Company. Subject to the foregoing clauses, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders. Notwithstanding the foregoing, if the Company shall at any time furnish to the Holders a certificate of the Company stating that counsel to the Company, which counsel shall be reasonably satisfactory to the Holders, or the Board shall have determined that the Company has pending or in progress a material transaction or other development, the disclosure of which would, in the good faith judgment of the Company, materially and adversely affect the Company, then, the Company may defer the filing (but not the preparation) of a registration statement, and may withhold efforts to cause the registration statement to become effective if the registration has been filed, for up to 120 days, but the Company shall use all reasonable efforts to resolve the transaction and, in accordance with Section 11.7, to file the registration statement and cause it to become effective as soon as possible. If the Company shall so defer the filing of any event as a result of which the prospectus included in such registration statement, as then in effector so withhold efforts to cause the registration statement to become effective, includes an untrue statement the Holders shall have the right to withdraw the demand for registration by giving written notice to the Company from the Initiating Holders within 20 days after receipt of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete applicable notice of deferment (and, in the light event of such withdrawal, such demand shall not be counted for purposes of determining the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies demands for registration to which the holders of a supplement Registrable Securities are entitled pursuant to or an amendment of such prospectus as may be necessary so that, as thereafter delivered this Section 11.4). Notwithstanding anything else to the purchasers contrary in this Section 11, the aggregate number of such shares, such prospectus days during which otherwise qualifying Holders shall be prohibited from registering and selling Registrable Securities under this Section 11.4 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with exceed 180 days during any underwritten offering pursuant to a consecutive 12-month period. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 11.4(b) below, include other secur ities of the Company which are held by Other Shareholders, but except as provided in the last sentence of Section 11.4(b) below the Company shall have no right to include any of its securities in any such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Preferred Stock Purchase and Option Agreement (Travelers Group Inc)
Request for Registration. In the event (ai) Upon Holder has exercised the receipt by EMCON Genesis Warrant and holds Warrant Shares of Exchange Notices Genesis common stock, and Genesis has not effectuated a registered public offering of its common stock within eighteen (18) months of the date hereof, and Genesis shall receive from Management Stakeholders holding NotesHolder a written request that Genesis effect a registration under the Securities Act with respect to not less than 250,000 shares (as adjusted for Recapitalizations) of Registrable Securities, or (ii) Holder has exercised the Subsidiary Warrant and holds Warrant Shares of Company common stock, the aggregate Principal Company has effectuated its initial underwritten public offering of which may be exchanged for EMCON Common Stock with an aggregate valueits common stock (the "IPO"), based on the closing price Company has not effectuated a subsequent registered public offering of its common stock within the EMCON Common Stock on the principal market on which such stock is traded on greater of six (6) months of the date of such Exchange Noticesthe IPO or eighteen (18) months of the date hereof, $1,000,000 or moreand the Company shall receive from Holder a written request that the Company effect a registration under the Securities Act with respect to not less than 20 shares (as adjusted for recapitalizations) of Registrable Securities, EMCON Issuer will:
(iA) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(B) as soon as practicable, use its best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (the "Management Shares")Issuer within 20 days after receipt of such written notice from Issuer; providedProvided, however, that EMCON Issuer shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(a)(i)(A1.5(c):
(I) in In any particular jurisdiction in which EMCON Issuer would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless EMCON Issuer is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceAct;
(iiII) promptly give notice During the period starting with the date sixty (60) days prior to all Management Stakeholders Issuer's estimated date of filing of, and ending on the expected date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Issuer (other than a registration of the Management Shares;
(iii) use its best securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that Issuer is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commissionbecome effective;
(ivIII) keep After Issuer has effected one such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.subparagraph 1.5
Appears in 1 contract
Sources: Securities Purchase Agreement (Genesisintermedia Com Inc)
Request for Registration. If the Company shall receive from Initiating Holders, at any time after two (a2) Upon and prior to twenty four (24) months following the receipt final closing of the sale of the Preferred Stock pursuant to the Agreements, a written request that the Company effect a registration with respect to all, but not less than all, of the Registrable Shares held by EMCON such Initiating Holders (which notice shall specify the intended method of Exchange Notices from Management Stakeholders holding Notesdisposition), the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(Company shall: i) promptly file a give written notice of the proposed registration statement with the Securities to all other holders of Registrable Shares; and Exchange Commission (the "Commission"ii) and as soon as practicable use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-post- effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Shares of any holder or holders of Registrable Shares joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the full exchange of Company; provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2: a) in any particular jurisdiction in which EMCON would be required after the Company has effected one such registration pursuant to execute a general consent to service of process unless EMCON is already subject to service in this Section 2(a) and such jurisdiction and except as required registration has been declared or ordered effective by the Securities Act Commission and the sale of such Registrable Shares shall have closed; or b) within the period starting with the date thirty (30) days prior to the Company's good faith estimated date of filing of, and ending ninety (90) days following the effective date of, any registered offering of the Company's securities to the general public; or c) more often than once in each eighteen (18) month period during the term of this agreement. Subject to the foregoing limitations in clauses (A) and (B) above, the Company shall file a registration statement covering the Registrable Shares so requested to be registered as soon as practicable after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders receipt of the expected registration request or requests of the Management Shares;
Initiating Holders, but no later than forty-five (iii45) use its best efforts to cause days following receipt of such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year request or until the Management Stakeholders have completed the distribution described requests, except in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is event audited financial statements not previously prepared are required to be delivered under prepared prior to the Securities Act filing of the happening of any event as a result of which the prospectus included in such registration statement, in which case such registration statement must be filed as then soon as practicable, but in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment event within ninety (90) days following receipt of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact request or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a requests. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer provision of Section 2(b) below, include Other Registrable Securities, other securities of the Company which are held by officers or directors of the Company or which are held by other holders of registration rights, and sale may include securities of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests Company being sold for the underwriting agreement will contain customary contribution provisions.
account of the Company. (b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.)
Appears in 1 contract
Sources: Securities Subscription Agreement (Spintek Gaming Technologies Inc \Ca\)
Request for Registration. (a) Upon In case the receipt by EMCON Company shall receive from ------------------------ the Initiating Holders a written request that the Company effect any registration with respect to all or part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
a. within ten (i10) promptly file a days after its receipt thereof give written notice of the proposed registration statement with the Securities and Exchange Commission (the "Commission") and to all other Holders; and
b. as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Company; provided, however, that EMCON the Company shall not be obligated to take any action to effect such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(AII(A)(1):
(i) in Prior to 180 days following the effective date of the Company's first registered offering to the general public of its securities for its own account; or
(ii) In any particular jurisdiction in which EMCON the Company would be required to qualify to do business or execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one effecting such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;; or
(iii) use its best efforts After the Company has effected two (2) such registrations pursuant to cause this Subsection II(A)(1) and such registration to be registrations have been declared effective by the Commission;or ordered effective; or
(iv) keep If the Company qualifies to register the Registrable Securities pursuant to Form S-3. Subject to the foregoing clauses (i) through (iv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the reasonable judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under filed at the Securities Act date filing would be required and it is therefore essential to defer the filing of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits the Company shall be entitled to state a material fact required to be stated therein or necessary to make delay the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment filing of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant not more than once in any twelve month period for an additional period of up to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionssixty (60) days.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon Subject to Section 5(b), each time the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly Company proposes to file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to an offering by the disposition of all securities offered by such registration statement;
Company for its own account, (viexcept, (i) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at on Form S-4 or S-8 (or any time when a prospectus relating thereto substitute form that is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued adopted by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
), (xii) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Sectionin connection with a dividend reinvestment plan, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stockstock option plan or unit investment trusts, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
or (biii) During the period that EMCON's a registration statement is filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders), and the form of registration statement to be used permits the registration of Registrable Securities, then the Company shall give written notice of such proposed filing to Holder as soon as reasonably practicable (but in no event less than 30 days before the anticipated filing date and no less than 40 days before the anticipated effective date), and such notice shall offer Holder the opportunity to register such Registrable Securities as Holder may request (which request shall specify the Registrable Securities intended to be disposed of by Holder and the intended method of distribution thereof) up to 20 days before the anticipated effective date (a "Piggy-Back Registration"). The Company shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on substantially the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 33 by giving written notice to the Company of such withdrawal no later than 2 Business Days prior to the anticipated effective date. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, PROVIDED, THAT the Management Stakeholders Company shall comply with all applicable EMCON policies regarding trading give prompt notice of securities by insiders and members of management, including the observance of "window period" and other restrictionssuch withdrawal to Holder if requested to be included in such Piggy-Back Registration.
Appears in 1 contract
Sources: Investor Rights Agreement (Motorcar Parts & Accessories Inc)
Request for Registration. (a) Upon If JDA shall receive from the receipt by EMCON of Exchange Notices from Management Stakeholders holding NotesInitiating Holders, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price at any time following expiration of the EMCON Common Stock on the principal market on which such stock is traded on three (3) month period immediately following the date of such Exchange Noticesthis Agreement, $1,000,000 or morea written request that JDA effect a registration of the Registrable Securities, EMCON JDA will:
(ia) promptly file within fifteen (15) days of receipt thereof, give written notice of the proposed registration to all other Holders (a "DEMAND NOTICE"); and
(b) as soon as practicable, use its best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances on Form S-3 (including, without limitation, the execution of an undertaking to file post-post effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all a portion of the EMCON Common Stock issuable upon Registrable Securities as are specified by the full exchange Initiating Holders in such request and by any Holders joining in such request in a written request delivered to JDA within twenty (20) days after the date of the Notes by the Management Stakeholders (the "Management Shares")Demand Notice; provided, however, that EMCON JDA shall not be required to register more than fifty percent (50%) of the total number of Registrable Securities. If the number of Registrable Securities requested to be registered exceeds fifty percent (50%) of the total number of Registrable Securities, then the number of shares of Registrable Securities each Holder is entitled to register shall be determined pro-rata based upon such Holder's ownership of Registrable Securities. In any event, JDA shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A4:
(i) in In any particular jurisdiction in which EMCON JDA would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON JDA is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceAct;
(ii) promptly give notice If JDA has effected a prior registration pursuant to all Management Stakeholders this Section 4.1 and such registration has been declared or ordered effective and the sale of the expected registration of the Management Sharessuch Registrable Securities has closed;
(iii) use its best efforts If JDA has effected a prior effective registration within one hundred eighty (180) days of the Initiating Holder's request (other than a registration effected solely to cause such registration qualify an employee benefit plan or to be declared effective by the Commission;effect a business combination pursuant to Rule 145); or
(iv) keep such If the registration requested would have an aggregate disposition price (after deduction of underwriting discounts and expenses of sale) of less than $500,000. Subject to the foregoing clauses (i), (ii), (iii) and (iv), JDA shall file a registration statement effective for a period of one year or until covering the Management Stakeholders have completed the distribution described in the registration statementRegistrable Securities so requested to be registered as soon as practicable, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions after receipt of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of request or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act requests of the happening of any event as a result of which the prospectus included in such registration statementInitiating Holders and joining Holders; provided, as then in effecthowever, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and that if JDA shall furnish to such Management Stakeholder Initiating Holders and joining Holders a reasonable number certificate signed by the President or CEO 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 shares, 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 or incomplete JDA stating that in the light good faith judgment of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.Board of
Appears in 1 contract
Sources: Registration Rights Agreement (Jda Software Group Inc)
Request for Registration. The Initiating Holders, by written request to the Company, may require the Company to effect a registration (aa "Demand Registration") Upon with respect to Registrable Securities at any time after September 1, 1998. If the receipt Initiating Holders elect to exercise such rights prior to an IPO, then in connection therewith the Company shall take (or prior thereto the Company shall have taken) all such actions as shall be necessary to effect a stock-split with respect to its shares of Common Stock such that, after giving effect to such stock-split and after giving effect to the distribution of the Registrable Securities contemplated by EMCON of Exchange Notices from Management Stakeholders holding Notesthe IPO, the aggregate Principal of which may be exchanged for EMCON Common Stock public float criteria with an aggregate value, based respect to a company listed on the closing price of Nasdaq National Market shall be satisfied. Upon any registration request hereunder, the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON willCompany shall:
(i) promptly give written notice of the proposed registration to all other Holders (the "Demand Registration Notice"); and
(ii) as soon as practicable, but not later than sixty (60) days after receipt of the request from the Initiating Holders, use its best efforts and take all appropriate action to file a registration statement with the Securities Commission, and Exchange Commission (the "Commission") shall use its best efforts and take all appropriate action to effect all such registrations, qualifications and compliances registration as soon as possible following such filing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws reasonably requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Demand Registration Notice. The Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2 after the third of such registrations pursuant to this Section 2 have been declared or ordered effective; PROVIDED that, if none of the first three registrations pursuant to this Section 2 to be declared or ordered effective is (i) in any particular jurisdiction in which EMCON would be required a Series F-Initiated No-Cutback Registration (as defined below), then thereafter Holders of Registrable Securities representing at least twenty percent (20%) of the Series F Registrable Securities then outstanding (as the Initiating Holders) will have the right to execute a general consent request additional registrations pursuant to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected this Section 2 until one such registration, qualification or compliance;
additional registration is a Series F-Initiated No-Cutback Registration and (ii) promptly give notice to all Management Stakeholders a Series J-Initiated No-Cutback Registration (as defined below), then thereafter Holders of Registrable Securities representing at least twenty percent (20%) of the expected Series J Registrable Securities then outstanding (as the Initiating Holders) will have the right to request additional registrations pursuant to this Section 2 until one such additional registration is a Series J-Initiated No-Cutback Registration. A "SERIES F-INITIATED NO-CUTBACK REGISTRATION" is a registration pursuant to this Section 2 which is declared or ordered effective, is requested by Holders of Series F Registrable Securities as the Initiating Holders and in which no Series F Registrable Securities requested to be included are excluded pursuant to Section 2.5 below. A "SERIES J-INITIATED NO-CUTBACK REGISTRATION" is a registration pursuant to this Section 2 which is declared or ordered effective, is requested by Holders of Series J Registrable Securities as the Initiating Holders and in which no Series J Registrable Securities requested to be included are excluded pursuant to Section 2.5 below. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2 a certificate signed by the Chief Executive Officer of the Management Shares;
(iii) use Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep stockholders for such registration statement effective to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions not more than 120 days after receipt of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of the Initiating Holders; PROVIDED, that the Company may not utilize this right more than once in any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionstwelve-month period.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (International Wireless Communications Holdings Inc)
Request for Registration. At any time on or after April 30, 1999, if any Registrable Securities are outstanding and the Holders (and any prior holder) have not yet had the opportunity to register such shares pursuant to Section 2 above, including without limitation pursuant to Section 2.6 above, upon written notice from Initiating Holders requesting that the Company effect any registration with respect to all or part of the Registrable Securities held by such Initiating Holders, the Company shall (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price promptly give written notice of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a proposed registration statement with the Securities and Exchange Commission to all other Holders (the "CommissionDemand Registration Notice") and (b) as soon as practicable but not later than sixty (60) days after receipt of the request from the Initiating Holders, use its reasonable best efforts, as that phrase is commonly understood to mean in registration rights agreements, and take all appropriate action to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of the Notes by the Management Stakeholders (the "Management Shares")Demand Registration Notice; providedPROVIDED, howeverHOWEVER, that EMCON shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;that:
(iii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statementif, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement upon receipt of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the registration request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply Company is advised in writing by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with all applicable EMCON policies regarding trading a public offering of securities by insiders the Company (a "Company Offering") that, in such firm's opinion, a registration at the time and members on the terms requested would materially adversely affect such Company Offering that had been contemplated by the Company prior to the notice by the Initiating Holders, the Company shall not be required to effect a registration pursuant to this Section 3 until the earliest of management(A) three months after the completion of such Company Offering, including (B) the observance termination of any "window black out" period" , if any, required by the underwriters to be applicable to any Holder who has requested to have any Registrable Securities registered in connection with such registration, (C) promptly after abandonment of such Company Offering or (D) four months after the date of written notice from the Initiating Holders demanding registration pursuant to this Section 3;
(ii) if, while a registration request is pending pursuant to this Section 3, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President or any Vice President to the proposed selling Holders and other restrictions.the Company shall not be required to effect a registration pursuant to this Section 3 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; and
(iii) the provisions of this Section 3 shall not be applicable if a Shelf Registration under Section 2.6 hereof is effective and available for use (unless Holders desire to dispose of such shares pursuant to an underwritten public offering as contemplated by Section 3.4 hereof, in which case the rights granted under this Section 3.1 shall apply without regard to whether or not such Holders had an opportunity to register such shares pursuant to Section 2.6 above)
Appears in 1 contract
Sources: Registration Rights Agreement (Mack Cali Realty Corp)
Request for Registration. (a) Upon the receipt by EMCON of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly If the Company shall receive, at any time after December 31, 2006, a written request from the Shareholder that the Company file a registration statement with under the Securities Act with respect to any or all of the Registrable Securities then owned by the Shareholder, then the Company shall, use its best efforts to effect as soon as practicable, and Exchange Commission in any event within ninety (the "Commission"90) and effect all days of such registrations, qualifications and compliances (including, without limitationrequest, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued Registration under the Securities Act of 1933the Registrable Securities requested to be Registered.
(ii) If the Shareholder intends to distribute the Registrable Securities covered by its request for Registration pursuant to Section 2(a)(i) hereof by means of an underwriting, the Shareholder shall so advise the Company in such request. The underwriter will be selected by the Shareholder and shall be reasonably acceptable to the Company. The Shareholder shall (together with the Company as amended (provided in Section 2(d)(v) hereof) enter into an underwriting agreement in customary form with the "Securities Act"underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2(a), if the underwriter advises the Company in writing that the marketing factors require a limitation on the number of shares to be underwritten, then the Company shall notify the Shareholder, and any other governmental requirements or regulations) the number of Shares of Registrable Securities that may be included in the underwriting shall be reduced by such number as would permit or facilitate the sale and distribution of all of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")underwriter may require; provided, however, that EMCON the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the offering.
(iii) Notwithstanding the foregoing, if the Company shall furnish the Shareholder a certificate signed by the President of the Company stating that in the good faith judgment of the Company's Board of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer such filing, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Shareholder's request for Registration; provided, however, that the Company shall not use this right more than once in any twenty-four (24) month period.
(iv) In addition, the Company shall not be obligated to effect such registrationeffect, qualification or compliance to take any action to effect, any Registration pursuant to this Section 3(a)(i)(A2(a):
(A) in any particular jurisdiction in which EMCON would be required After the Company has effected one (1) Registration pursuant to execute a general consent to service of process unless EMCON is already subject to service in Section 2(a), and such jurisdiction and except as required by the Securities Act and Registrations have been declared or ordered effective; or
(B) after EMCON has already effected one such registration, qualification or compliance;
During the period starting with the date sixty (ii60) promptly give notice days prior to all Management Stakeholders the Company's good faith estimate of the expected registration date of filing of, and ending on a date one hundred eighty (180) days after the Management Shares;
(iiieffective date of, a Registration subject to Section 2(b) use its best hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsbecome effective.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. At any time after the second year after the First Closing (a) Upon as defined in the receipt by EMCON Purchase Agreement), if the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its diligent best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and laws, appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, and listing on appropriate exchanges) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given by any other Holder within 20 days after receipt of such written notice from the full exchange of Company; PROVIDED that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification registration or compliance any related actions pursuant to this Section 3(a)(i)(ASECTION 1(A): (A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, or in which the cost of the foregoing is unreasonable in light of the number of Registrable Securities requested to be sold in such jurisdiction, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder; (B) after EMCON if at the time of any request to register Registrable Securities pursuant to this SECTION 1(A), the Company is engaged or has already effected one such registration, qualification or compliance;
(ii) promptly give notice fixed plans to all Management Stakeholders engage within 30 days of the expected time of the request in a registered public offering as to which the Holders may include Registrable Securities pursuant to SECTION 2 or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period; (C) within six months after the effective date of any other registration of the Management Shares;
Company's securities; (iiiD) use its best efforts for a registration on Form S-1 or S-2, the aggregate value of the Registrable Securities being registered is less than $5,000,000; or (E) for a registration on Form S-3, the aggregate value of the Registrable Securities being registered is less than $250,000. Subject to cause such the foregoing clauses (A), the Company shall file a registration statement covering the Registrable Securities so requested to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statementregistered as soon as practicable, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions after receipt of the Securities Act with respect to request or requests of the disposition Initiating Holders. The Holders of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectusSeries A Preferred shall be entitled, as a Management Stakeholder from time Initiating Holders, to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such no more than two requested registrations under this SECTION 1(A). The Holders of Series B Preferred shall be entitled, as Initiating Holders, to no more than two requested registrations under this SECTION 1(A). A registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act shall not count as one of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant permitted requested registrations hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a until it has become effective. The registration statement filed pursuant to this Sectionthe request of the Initiating Holders may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSECTION 1(B) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but except as provided in the last sentence of SECTION 1(B) below the Company shall have no right to include any of its securities in any such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive a written request from the Holders of Exchange Notices from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price at least 50% of the EMCON Common Stock on Registrable Securities then outstanding (the principal market on which such stock is traded on "Initiating Holders") that the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly Company file a registration statement with under the Act covering the registration of at least 250,000 of the Registrable Securities and Exchange Commission (a "Demand Registration"), then the Company shall, within 10 days after the receipt of the Demand Registration, give written notice of such request to all Holders (the "CommissionCompany Notice") and shall, subject to the limitations set forth below, use its reasonable best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request to be given within 30 days of receipt of the Company Notice. The Company Notice shall include reasonable details relating to the proposed registration and the due date for replies.
(b) The Company is obligated to effect only one registration pursuant to this Section 2.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 2 within 30 days of receiving the Demand Registration a certificate signed by the President of the Company stating that in the good faith Judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registrations, qualifications registration statement to be filed and compliances (including, without limitationit is therefore essential to defer the filing of such registration statement, the execution Company shall have the right to defer such filing for up to 2 periods of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all not more than 45 days each after receipt of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Demand Registration; provided, however, that EMCON the Company may not use this right more than once (for a total of up to 90 days) in any 12-month period; and provided, further that the Company shall not be obligated to effect such registration, qualification or compliance promptly notify the Initiating Holders requesting a registration pursuant to this Section 3(a)(i)(A) in 2 of any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required decision by the Securities Act and (B) after EMCON has already effected one Company to abandon or indefinitely delay such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of public offering. During any such delay the expected registration of Initiating Holders may withdraw the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement Demand Registration and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder a reasonable number of copies of a supplement to or an amendment consequence of such prospectus as may be necessary so that, as thereafter delivered to withdrawal is that the purchasers of such shares, such prospectus shall Company's obligation under Section 2(b) hereof is 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionssatisfied.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Brigham Exploration Co)
Request for Registration. (a) Upon Subject to the receipt by EMCON conditions of Exchange Notices this Section 4, during the period from Management Stakeholders holding Notes, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price expiration of the EMCON Common Stock on the principal market on which such stock is traded on Purchase Agreement F-3 until the date which is the expiration of such Exchange Noticesthree (3) years from the latest date until which the Purchase Agreement F-3 is required to be effective (the “Shelf Registration Period”), $1,000,000 or moreif the Company shall receive a written request from any Holder(s) whose resales of Registrable Securities would otherwise be subject to volume limitations set forth in Rule 144 under the Securities Act, EMCON will:
(i) promptly holding, in the aggregate, not less than 10% of the Registrable Securities then outstanding, that the Company file a registration statement with for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities and Exchange Commission Act registering the resale from time to time by such Holders of Registrable Securities with an aggregate anticipated offering price of at least $2,000,000 (the "Commission"“Shelf Registration Statement”), and, to the extent not previously done so, delivering to the Company a signed joinder to this Undertaking in form attached hereto, then the Company shall, within fifteen (15) and effect days of the delivery thereof, deliver written notice of such request to all such registrations, qualifications and compliances (including, without limitation, the execution Holders. Any Holder(s) whose resales of an undertaking Registrable Securities would otherwise be subject to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued limitations set forth in Rule 144 under the Securities Act may elect to join in such request as specified in a written notice delivered to the Company within fifteen (15) days after delivery by the Company of 1933its foregoing written notice and, as amended (to the "extent not previously done so, delivering to the Company a signed joinder to this Undertaking in form attached hereto. The Shelf Registration Statement shall be on Form F-3 or another appropriate registration statement permitting registration of such Registrable Securities Act")for resale by the Holders in accordance with the methods of distribution elected by them, which may include underwritten offerings, and any other governmental requirements or regulationsset forth in such Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act within two (2) as would permit or facilitate months after the sale Holders’ initial request in accordance with this Section 4.1 and distribution to keep such Shelf Registration Statement continuously effective under the Securities Act until the disposition of all Registrable Securities included in such Shelf Registration Statement. The number of occurrences of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON shall not be obligated to effect such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would 4 shall be required limited to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by four during the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsShelf Registration Period.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Undertaking (Perion Network Ltd.)
Request for Registration. (a) Upon the receipt by EMCON If there has been no Initial Public Offering within three years of Exchange Notices from Management Stakeholders holding NotesApril 6, 2006, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price holders of the EMCON Common Stock on majority of the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission Class A Units (the "CommissionRequesting Holders") and may request in writing (a "Demand Request") that the Company effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued registration under the Securities Act of 1933all or part of their Registrable Units (a "Demand Registration"). Subject to the provisions of Section 12.9, as amended upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission within 90 days after receiving a Demand Request (the "Securities ActRequired Filing Date"), and such Registrable Units as may be requested by the Requesting Holders in their Demand Request. After an IPO, the Requesting Holders may request three (3) Demand Registrations. The Company will in no event be required to effect more than two Demand Registrations for holders of Class A Units in any other governmental requirements or regulationsone-year period; provided, however, that in no event may a Demand Request be made by the Requesting Holders sooner than 120 days following the Required Filing Date (as defined below) with respect to any previous Demand Request counted as would permit or facilitate a Demand Registration pursuant to the sale and distribution terms of this Section 12.1.
(b) A registration will not count as a Demand Registration until it has become effective (except with respect to the withdrawal by the Requesting Holders of all of their Registrable Units for such registration; provided, that the EMCON Common Stock issuable upon the full exchange Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration on behalf of the Notes Requesting Holders unless such holders pay all reasonable expenses actually incurred by the Management Stakeholders (the "Management Shares"Company in connection with such withdrawn registration); provided, however, that EMCON shall not be obligated to effect such registrationif, qualification or compliance pursuant to this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service after it has become effective, an offering of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;
(ii) promptly give notice to all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering Registrable Units pursuant to a registration statement filed is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, such registration pursuant thereto will be deemed not to this Section, enter into an underwriting agreement reasonably necessary to effect have been effected and will not count as a Demand Registration unless all of the offer and sale of EMCON Common Stock, provided Registrable Units covered by such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsregistration have previously been sold.
(bc) During Unless the period that EMCON's registration statement is effective Requesting Holders shall otherwise elect, all Demand Registrations will be underwritten offerings. With respect to any offering of Registrable Units pursuant to this Section 3a Demand Registration in the form of an underwritten offering, the Management Stakeholders Company shall comply with all applicable EMCON policies regarding trading use commercially reasonable efforts to select an investment banking firm or firms of securities by insiders and members national standing to manage the underwritten offering, subject to the consent of management, including the observance of "window period" and other restrictionsRequesting Holders (which shall not be unreasonably withheld).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Leucadia National Corp)
Request for Registration. (a) Upon the receipt by EMCON written request of Exchange Notices from Management Stakeholders a Holder or ------------------------ a group of Holders holding Notes, Registrable Securities representing twenty-five percent (25%) or more of the aggregate Principal of which may be exchanged for EMCON outstanding Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "CommissionRequesting Holder" or the "Requesting Holders") requesting that the Company effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of Registrable Securities, and thereupon will, as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under the applicable blue sky laws or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended Act) of:
(i) the "Registrable Securities Act"which the Company has been so requested to register by the Requesting Holder(s), and ; and
(ii) all other Registrable Securities which the Company has been requested to register by any other governmental requirements Holder thereof by written request given to the Company within ten (10) days after such written notice is mailed or regulationsdelivered by the Company (which request shall specify the intended method of disposition of such Registrable Securities) all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as would permit or facilitate the sale and distribution of all aforesaid) of the EMCON Common Stock issuable upon the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Registrable Securities so to be registered; provided, however, that EMCON if the Requesting Holder(s) shall have -------- ------- requested the Company to effect a registration under this Section 2 and prior to the effective date of the registration statement relating to such registration such Holders shall have revoked such request pursuant to the last sentence of this Section 2(a), then the Company shall not be obligated to effect file a registration statement relating to a registration request under this Section 2 within a period of one hundred eighty (180) days after the date which is forty- five (45) days after the date of receipt by the Company of the registration request that was subsequently revoked. Promptly after the expiration of the ten (10) day period referred to in subsection (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. All of the Requesting Holders acting jointly may, at any time prior to the effective date of the registration statement relating to such registration, qualification revoke such request by providing a written notice to the Company revoking such request. The Company shall not be obligated to effect, or compliance to take any action to effect, any such registration pursuant to this Section 3(a)(i)(A2:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) After the Company has initiated three such registrations pursuant to this Section 2 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 4 hereof and would, absent such election, have been required to bear such expenses) or after EMCON has already effected one such registration, qualification or compliancethe tenth anniversary of the completion of the Company's initial public offering of Common Stock;
(iiC) promptly give notice During the period starting with the date sixty (60) days prior to all Management Stakeholders the Company's good faith estimate of the expected registration date of filing of, and ending on a date one hundred eighty (180) days after the Management Shares;
(iii) use its best effective date of, a Company- initiated registration; provided, that the Company is actively employing -------- in good faith all reasonable efforts to cause such registration statement to be declared effective by the Commissionbecome effective;
(ivD) keep such registration statement effective for If the Requesting Holder(s) propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occursrequest made under Section 2(e) hereof;
(vE) prepare and file with If the Commission Requesting Holder(s) do not request that such amendments and supplements offering be firmly underwritten by underwriters selected by the Requesting Holder(s) (subject to such registration statement the consent of the Company, which consent will not be unreasonably withheld); or
(F) If the Company and the prospectus used in connection with such registration statement as may be necessary Requesting Holder(s) are unable to comply with obtain the provisions commitment of the Securities Act with respect underwriter described in clause (E) above to firmly underwrite the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsoffer.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. If at any time after the earlier of (ai) Upon the receipt date three years after the effective date of this Agreement or (ii) the date six months following the closing date of the first registration statement filed by EMCON the Company covering an underwritten offering of Exchange Notices from Management Stakeholders holding Notesany of its securities to the general public, the aggregate Principal Company shall receive from any Preferred Holder or group of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price Preferred Holders holding at least a majority in interest of the EMCON Common Preferred Stock on (the principal market on which such stock is traded on “Initiating Holders”) a written request that the date Company effect a registration with respect to at least a majority of such Exchange Noticesthe Registrable Securities (or any lesser percent if the anticipated aggregate proceeds are not less than $5,000,000, $1,000,000 or moreprior to underwriter commissions and discounts, EMCON the Company will:
(i) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders (Company within 20 business days after receipt of such written notice from the "Management Shares"); providedCompany, howeversubject to the terms and conditions of this Section 4. Notwithstanding the foregoing, that EMCON the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A4:
(A) in In any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and Act;
(B) after EMCON After the Company has already effected one two such registration, qualification registrations pursuant to this Section 4 and such registrations have been declared or complianceordered effective and the securities offered pursuant to such registrations have been sold;
(iiC) promptly give notice to all Management Stakeholders Within six months after the effective date of the expected a prior registration of the Management Sharesunder this Section 4;
(iiiD) use its During the period starting with the date 60 days prior to the Company’s estimated date of filing of, and ending on the date 180 days immediately following the effective date of, any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all best efforts to cause such registration statement to become effective. Subject to the foregoing clauses (A), (B), (C) and (D), the Company shall file a registration statement covering the Registrable Securities so requested to be declared effective registered as soon as practicable after receipt of the request or requests of the Initiating Holders. If, however, the Company shall furnish to the Initiating Holders a certificate signed by the Commission;
President of the Company stating that, in the good faith judgment of the Board of Directors of the Company (iv) keep the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement effective to be filed and it is therefore in the best interests of the Company and its stockholders to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions not more than 90 days after receipt of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of the Initiating Holders, provided, however, that the Company may not utilize this right more than once in any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions12 month period.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Power Medical Interventions, Inc.)
Request for Registration. At any time after the earlier of (ai) Upon consummation of an Initial Public Offering or (ii) January 31, 2003 (such date being hereinafter referred to as the receipt by EMCON of Exchange Notices "Demand Date"), if the Company shall receive from Management Stakeholders holding NotesInitiating Holders a written request that the Company effect any registration with respect to Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(ia) promptly file a give written notice of the proposed registration statement with the Securities and Exchange Commission to all other Holders; and
(the "Commission"b) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances registration (including, without limitation, the execution of an undertaking to file post-post- effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the full exchange of the Notes by the Management Stakeholders (the "Management Shares")Company; provided, however, that EMCON the Company shall not be obligated to effect effect, or to take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2:
(i) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or complianceapplicable rules or regulations thereunder;
(ii) promptly give notice to all Management Stakeholders less than ninety (90) calendar days after the effective date of the expected any registration of the Management Sharesdeclared or ordered effective other than a registration on Form S-3 or Form S-8;
(iii) use if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its best efforts President to cause the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such registration material information is disclosed to the public or ceases to be declared effective by material or (B) 90 days after the Commission;Company makes such good faith determination; provided, however, that the Company shall not utilize this right more than once in any twelve month period; or
(iv) keep except as set forth in Section 2.5, after the second such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 32.1 has been declared or ordered effective. Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Management Stakeholders Company shall comply with all applicable EMCON policies regarding trading file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of securities by insiders and members the request or requests of management, including the observance of "window period" and other restrictionsInitiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Front Porch Digital Inc)
Request for Registration. (a) Upon the receipt occurrence of a Registration Trigger Event, if the Company shall receive from a Holder (or, in the event there is more than one Holder as a result of the issuance by EMCON the Company of Exchange Notices from Management Stakeholders holding the Notes, the aggregate Principal Company shall receive written notice from such Holders acting with respect to their rights under this Agreement according to a vote of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price a majority-in-interest of the EMCON Common Stock on Holders) a written request that the principal market on which Company effect any registration with respect to any Registrable Securities, the Company shall use its commercially reasonable efforts to effect such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request in the states specified in such request. Notwithstanding the foregoing, the Company shall not be obligated hereunder to effect such registration unless the proposed public offering price of the EMCON Common Stock issuable upon securities to be included in such registration shall be at least $100,000 (before deducting underwriting discounts and commissions). Subject to the full exchange of previous paragraph, the Notes by Company shall file (i) a registration statement with the Management Stakeholders Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company in ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so requested to be registered ("Management SharesRegistration Statement"); (ii) such state securities filings as shall have been requested by the Holder; and (iii) any required filings with The Nasdaq Stock Market, Inc. or exchange where the Shares are traded, as soon as practicable, after receipt of the request of the Holder. Thereafter the Company shall use its best efforts to have such Registration Statement and other filings declared effective.
(i) Subject to the conditions contained in Section 3(a) above, if the Company fails to file a Registration Statement complying with the requirements of this Agreement within 45 days from the date of receipt by the Company of the Holder's written request (provided, however, that EMCON under the circumstances described in 3(e)(i), (ii) or (iii) below the Company may have an additional 45 days thereafter to file such Registration Statement by providing written notice to the Holders requesting such registration indicating that the Company is diligently pursuing the filing of such Registration Statement) or if such Registration Statement has not become effective within 90 days from the date of filing thereof, the Holder shall not be obligated have, in addition to effect such registrationand without limiting any other rights it may have at law, qualification in equity or compliance pursuant under the Notes, the Subscription Agreement, or this Agreement (including the right to specific performance), the right to receive, as liquidated damages, the payments as provided in subparagraph (ii) of this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;section.
(ii) promptly give notice to all Management Stakeholders If after ninety (90) days from the date of filing of the expected registration of Registration Statement, the Management Shares;
Registration Statement has not been declared effective by the Commission because the Company (iiiA) has been negligent in timely responding to any comments from the Commission on the Registration Statement; (B) has failed to use its best commercially reasonable efforts to cause such registration the Registration Statement to be declared effective by the Commission;; (C) has otherwise acted in bad faith in honoring its commitment to cause the Registration Statement to be declared effective; (D) has commenced a corporate action such as an acquisition, merger divestiture, asset sale, reorganization or similar transaction; or (E) has filed another Registration Statement (in addition to the Registration Statement covering the Registrable Securities) with the Commission to issue public securities in accordance with the Securities Act which does not include a registration of the Registrable Securities, then the Company shall pay to the Buyer an amount equal to 3% of the Initial Principal Amount (as defined in the Note) in cash, for each 30-day period after the ninety (90) day period that such Registration Statement is not effective (which payment shall be pro rata for any period of less than 30 days). In addition to the foregoing, if after 180 days from the date hereof the Registration Statement has not been declared effective by the Commission due to any of the causes described in clauses (A) through (E) of this paragraph 3(b)(ii), then at the option of such Holder, the Company shall be required to redeem all the Notes held by such Holder at a redemption price equal to 140% of the Initial Principal Amount of the Note plus accrued interest thereon, together with all other payments due under this paragraph and under the Note and the Agreement.
(iii) The Company acknowledges that its failure to register the Registrable Securities in accordance with this Agreement will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Registration Rights Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provisions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty.
(iv) In computing the time periods provided in this paragraph 3(b), any delays arising from the failure or refusal of any Holder to provide information which the Company's counsel or the Commission states in writing is required for inclusion on the Registration Statement within ten (10) days of a written request by the Company to provide such information, shall increase the number of days for the Company to act by a corresponding number.
(c) If there is more than one Holder, such Holders shall act with respect to their rights under this Agreement according to the vote of a majority-in- interest of the Holders.
(d) The Company shall make available for inspection by a representative or representatives of the Holder, and any attorney or accountant retained by such Holder, all financial and other records customary for such purposes, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, attorney or accountant in connection with such Registration Statement. The Holder will agree to keep all non-public information supplied to it confidential until such information is included in a Registration Statement which has been made publicly available.
(e) The Company shall not be obligated to keep such registration statement Registration Statement continuously effective for a period of one year or until more than two years from the Management Stakeholders have completed date it is declared effective by the distribution described in Commission; provided, however, that if so requested by the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions holders of a majority-in-interest of the Registrable Securities Act with respect the Company shall agree to extend the period for which the Registration Statement remains effective to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement same extent that "suspension periods" are imposed pursuant to the prospectusnext paragraph, but only so long as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock the then unsold Registrable Securities covered by such registration statement Registration are too numerous to be sold under the volume limitations of Rule 144 in any applicable three-month period by any holder. Following the effectiveness of the Registration Statement pursuant to this Agreement, the Company may, at any time when a prospectus relating thereto is required time, suspend the effectiveness of such Registration Statement and sales thereunder for up to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementforty-five (45) days, as then in effectappropriate (a "Suspension Period"), includes an untrue statement of a material fact by giving notice to each holder (or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchangeunderwriter, if any) selling thereunder, if the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure (i) may have a material adverse effect on which similar securities issued by EMCON are then listed;
the Company, (ixii) otherwise may have a material adverse affect on the transaction or matter to be disclosed, or (iii) would be detrimental to the Company or its stockholders. Notwithstanding the foregoing, no more than two Suspension Periods (I.E., ninety (90) days) may occur in immediate succession, and the Company shall use its best efforts to comply with all applicable rules limit the duration and regulations number of any suspension periods. Holder agrees (and shall require that any underwriter agree) that, upon receipt of any notice from the Company of any Suspension Period, Holder shall forthwith discontinue disposition of shares covered by the Registration Statement and related prospectus or other offering materials (the "Prospectus") until such Holder (i) is advised in writing by the Company that the use of the Commission; and
applicable Prospectus may be resumed, (xii) has received copies of a supplemental or omitted Prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsProspectus.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Registration Rights Agreement (Citadel Computer Systems Inc)
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from the Majority Holders a written request that the Company effect any registration with respect to all or a part of Exchange Notices from Management Stakeholders holding Notesthe Registrable Securities, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i1) promptly file a give written notice of the proposed registration, qualification or compliance to all other Holders; and
(2) as soon as practicable, use its commercially reasonable best efforts to effect such registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of such Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon the full exchange Registrable Securities of the Notes any Holder or Holders joining in such request as are specified in a written request received by the Management Stakeholders Company within ten (10) business days after written notice from the "Management Shares")Company is given under Section 2(a)(i)(1) above; provided, however, provided that EMCON the Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance registration pursuant to this Section 3(a)(i)(A2(a):
(A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless EMCON the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and or applicable rules or regulations thereunder;
(B) after EMCON the Company has already effected one three (3) such registration, qualification registrations and all such registrations have been declared or compliance;ordered effective and the sales of Registrable Securities pursuant to all such registrations shall have closed; or
(iiC) promptly give notice to if the Registrable Securities requested by all Management Stakeholders of the expected registration of the Management Shares;
(iii) use its best efforts to cause such registration Holders to be declared effective by the Commission;
(iv) keep such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements registered pursuant to such registration statement request do not have an anticipated aggregate public offering price (before any underwriting discounts and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions commissions) of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a least $5,000,000. The registration statement filed pursuant to a request under this SectionSection 2(a)(i) may, enter into an underwriting agreement reasonably necessary subject to effect the offer and sale provisions of EMCON Common StockSection 2(a)(ii) below, provided include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such underwriting agreement contains customary underwriting provisions and provided further that if registration (but specifically excluding the underwriter so Holders) (“Other Stockholders”). In the event any Holder(s) requests the underwriting agreement will contain customary contribution provisions.
(b) During the period that EMCON's a registration statement is effective pursuant to this Section 32(a) in connection with a distribution of Registrable Securities to its partners, members or stockholders, the Management Stakeholders registration shall comply with all applicable EMCON policies regarding trading of securities provide for the resale by insiders and such partners, members of managementor stockholders, including the observance of "window period" and other restrictionsif requested by such Holder(s). The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any Permitted Transferee.
Appears in 1 contract
Sources: Registration Rights Agreement (Crown Media Holdings Inc)
Request for Registration. (a) Upon the receipt occurrence of a Registration Trigger Event, if the Company shall receive from a Holder (or, in the event there is more than one Holder as a result of the issuance by EMCON the Company of Exchange Notices from Management Stakeholders holding Notesthe Note, the aggregate Principal Company shall receive written notice from such Holders acting with respect to their rights under this Agreement according to a vote of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price a majority-in-interest of the EMCON Common Stock on Holders) a written request that the principal market on which Company effect any registration with respect to any Registrable Securities, the Company shall use its commercially reasonable efforts to effect such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON will:
(i) promptly file a registration statement with the Securities and Exchange Commission (the "Commission") and effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive applicable regulations issued under the Securities Act of 1933, Act) as amended (the "Securities Act"), may be so requested and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request in the states specified in such request. Notwithstanding the foregoing, the Company shall not be obligated hereunder to effect such registration unless (i) the proposed public offering price of the EMCON Common Stock issuable upon securities to be included in such registration shall be at least $500,000 (before deducting underwriting discounts and commissions) and (ii) such notice requesting that the full exchange Company effect a registration pursuant to this Agreement shall have been received by the Company after the Company has filed its Annual Report on Form 10-K for the fiscal year ending December 28, 1996 containing three-year audited financial statements. If the registration request pertains to any Registrable Securities not yet outstanding because conversion rights have not been exercised, Company may condition the registration of such securities on an irrevocable undertaking to pay all expenses incident to such registration if such conversion rights are not exercised prior to the effective date of the Notes by registration statement. Subject to the Management Stakeholders previous paragraph, the Company shall file (i) a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company in ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so requested to be registered ("Management SharesRegistration Statement"); (ii) such state securities filings as shall have been requested by the Holder; and (iii) any required filings with The Nasdaq Stock Market, Inc. or exchange where the EXHIBIT 99.4 (CONTINUED) Shares are traded, as soon as practicable, after receipt of the request of the Holder. Thereafter the Company shall use its best efforts to have such Registration Statement and other filings declared effective.
(i) Subject to the conditions contained in Section 3(a) above, if the Company fails to file a Registration Statement complying with the requirements of this Agreement within 45 days from the date of receipt by the Company of the Holder's written request (provided, however, that EMCON under the circumstances described in 3(e)(i)(ii) or (iii) below the Company may have an additional 45 days thereafter to file such Registration Statement by providing written notice to the Holders requesting such registration indicating that the Company is diligently pursuing the filing of such Registration Statement) or if such Registration Statement has not become effective within 90 days from the date of filing thereof, the Holder shall not be obligated have, in addition to effect such registrationand without limiting any other rights it may have at law, qualification in equity or compliance pursuant under the Notes, the Subscription Agreement, or this Agreement (including the right to specific performance), the right to receive, as liquidated damages, the payments as provided in subparagraph (ii) of this Section 3(a)(i)(A) in any particular jurisdiction in which EMCON would be required to execute a general consent to service of process unless EMCON is already subject to service in such jurisdiction and except as required by the Securities Act and (B) after EMCON has already effected one such registration, qualification or compliance;section.
(ii) promptly give notice to all Management Stakeholders If after ninety (90) days from the date of filing of the expected registration of Registration Statement, the Management Shares;
Registration Statement has not been declared effective by the Commission because the Company (iiiA) has been negligent in timely responding to any comments from the Commission on the Registration Statement; (B) has failed to use its best commercially reasonable efforts to cause such registration the Registration Statement to be declared effective by the Commission;; (C) has otherwise acted in bad faith in honoring its commitment to cause the Registration Statement to be declared effective; (D) has been forced to restate its current or previous financial statements (for years ending after December 30, 1995); (E) has commenced a corporate action such as an acquisition, merger divestiture, asset sale, reorganization or similar transaction; or (F) has filed a Registration Statement with the Commission to issue public securities in accordance with the Securities Act which does not include a registration of the Registrable Securities, then the Company shall pay to the Buyer an amount equal to 3% of the Initial Principal Amount (as defined in the Note) in cash, for each 30-day period after the ninety (90) day period that such Registration Statement is not effective (which payment shall be pro rata for any period of less than 30 days). In addition to the foregoing, if after 180 days from the date hereof the Registration Statement has not been declared effective by the Commission due to any of the causes described in clauses (A) through (F) of this paragraph 3(b)(ii), then at the option of such Holder, the Company shall be required to redeem the Note held by such Holder at a redemption price equal to 140% of the amounts outstanding under the Note plus accrued interest thereon, together with all other payments due under this paragraph and under the Note and the Agreement. EXHIBIT 99.4 (CONTINUED)
(iii) The Company acknowledges that its failure to register the Registrable Securities in accordance with this Agreement will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provisions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty.
(iv) In computing the time periods provided in this paragraph 3(b), any delays arising from the failure or refusal of any Holder to provide information which the Company's counsel or the Commission states in writing is required for inclusion on the Registration Statement within ten (10) days of a written request by the Company to provide such information, shall increase the number of days for the Company to act by a corresponding number.
(c) If there is more than one Holder, such Holders shall act with respect to their rights under this Agreement according to the vote of a majority-in-interest of the Holders.
(d) The Company shall make available for inspection by a representative or representatives of the Holder, and any attorney or accountant retained by such Holder, all financial and other records customary for such purposes, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, attorney or accountant in connection with such Registration Statement. The Holder will agree to keep all non-public information supplied to it confidential until such information is included in a Registration Statement which has been made publicly available.
(e) The Company shall not be obligated to keep such registration statement Registration Statement continuously effective for a period of one year or until more than two years from the Management Stakeholders have completed date it is declared effective by the distribution described in Commission; provided, however, that if so requested by the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions holders of a majority-in-interest of the Registrable Securities Act with respect the Company shall agree to extend the period for which the Registration Statement remains effective to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement same extent that "suspension periods" are imposed pursuant to the prospectusnext paragraph, but only so long as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock the then unsold Registrable Securities covered by such registration statement Registration are too numerous to be sold under the volume limitations of Rule 144 in any applicable three-month period by any holder. EXHIBIT 99.4 (CONTINUED) Following the effectiveness of the Registration Statement pursuant to this Agreement, the Company may, at any time when a prospectus relating thereto is required time, suspend the effectiveness of such Registration Statement and sales thereunder for up to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementforty-five (45) days, as then in effectappropriate (a "Suspension Period"), includes an untrue statement of a material fact by giving notice to each holder (or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchangeunderwriter, if any) selling thereunder, if the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure (i) may have a material adverse effect on which similar securities issued by EMCON are then listed;
the Company, (ixii) otherwise may have a material adverse affect on the transaction or matter to be disclosed, or (iii) would be detrimental to the Company or its stockholders. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., ninety (90) days) may occur in immediate succession, and the Company shall use its best efforts to comply with all applicable rules limit the duration and regulations number of any suspension periods. Holder agrees (and shall require that any underwriter agree) that, upon receipt of any notice from the Company of any Suspension Period, Holder shall forthwith discontinue disposition of shares covered by the Registration Statement and related prospectus or other offering materials (the "Prospectus") until such Holder (i) is advised in writing by the Company that the use of the Commission; and
applicable Prospectus may be resumed, (xii) has received copies of a supplemental or omitted Prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsProspectus.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Request for Registration. (a) Upon If the receipt by EMCON Company shall receive from the Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to Registrable Securities with an anticipated aggregate offering price before deduction of Exchange Notices from Management Stakeholders holding Notesunderwriting discounts and commissions, in excess of $5,000,000, the aggregate Principal of which may be exchanged for EMCON Common Stock with an aggregate value, based on the closing price of the EMCON Common Stock on the principal market on which such stock is traded on the date of such Exchange Notices, $1,000,000 or more, EMCON Company will:
(i) promptly file a registration statement with give written notice of the Securities and Exchange Commission proposed registration, qualification or compliance to all other Holders; and
(the "Commission"ii) and as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act of 1933, as amended (the "Securities Act"), and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the EMCON Common Stock issuable upon Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the full exchange of Company; provided that the Notes by the Management Stakeholders (the "Management Shares"); provided, however, that EMCON Company shall not be obligated to take any action to effect such registration, qualification or compliance pursuant to this Section 3(a)(i)(Asubsection 1.2:
(A) in any particular jurisdiction in which EMCON the Company would be required to execute a general consent to service of process qualification or compliance unless EMCON the Company is already subject to service in such jurisdiction and except as required by the Securities Act and Act; or
(B) after EMCON the Company has already effected one two (2) such registrationregistrations pursuant to this subsection 1.2(a) and such registrations have been declared or ordered effective. Subject to the foregoing clauses (A) and (B), qualification or compliance;
the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (ii90) promptly give notice to all Management Stakeholders days, after receipt of the expected registration request or requests of the Management Shares;
(iii) use its best efforts Initiating Holders; provided, however, that if the Company shall furnish to cause such registration to be declared effective holders a certificate signed by the Commission;
(iv) keep President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement effective for a period of one year or until the Management Stakeholders have completed the distribution described in the registration statement, whichever first occurs;
(v) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities offered by such registration statement;
(vi) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Management Stakeholder from time to time may reasonably request;
(vii) notify each Management Stakeholder selling EMCON Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under filed at the Securities Act date filing would be required and it is therefore essential to defer the filing of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes the Company shall have an untrue statement additional period of a material fact or omits to state a material fact required to be stated therein or necessary to make not more than ninety (90) days after the statements therein not misleading or incomplete in the light expiration of the circumstances then existing, and at the request of any initial ninety (90) day period within which to file such Management Stakeholder, prepare and furnish to such Management Stakeholder 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 shares, 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 or incomplete in the light of the circumstances then existing;
(viii) cause all such EMCON Common Stock registered pursuant hereunder to be listed on each securities exchange, if any, on which similar securities issued by EMCON are then listed;
(ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and
(x) in connection with any underwritten offering pursuant to a registration statement filed pursuant to this Section, enter into an underwriting agreement reasonably necessary to effect the offer and sale of EMCON Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisionsstatement.
(b) During the period that EMCON's registration statement is effective pursuant to this Section 3, the Management Stakeholders shall comply with all applicable EMCON policies regarding trading of securities by insiders and members of management, including the observance of "window period" and other restrictions.
Appears in 1 contract
Sources: Rights Agreement (Canaan Equity L P)