Resale Registration Statement. (a) The Purchaser shall prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, a registration statement (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities. (b) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest. (c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall: (i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made); (d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities; (e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement; (i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and (ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded. (f) The Purchaser shall promptly give written notice to the Holders: (i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and (iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time; (h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and (i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Navios Maritime Acquisition CORP)
Resale Registration Statement. (a) The Purchaser Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Security Holders for inclusion in such filing, to prepare and file with the SEC promptly after Closing and use reasonable efforts Commission on or prior to cause the Required Filing Date a Registration Statement covering the resale of all Registrable Securities for an offering to be declared effective within 90 days after made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Closing DateCompany is not then eligible to register for resale the Registrable Securities on Form S-3, a in which case such registration statement (the “Resale Registration Statement”) shall be on an another appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securitiesin accordance herewith).
(b) The Purchaser Company shall use its commercially reasonable efforts to cause the Resale Registration Statement to remain be declared effective until no Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to Commission as promptly as possible after the review of such counselfiling thereof, and shall in good faith consider incorporating in each such document such changes as such counsel use commercially reasonable efforts to keep the Holders reasonably Registration Statement continuously effective under the Securities Act until the earlier of (i) the tenth anniversary of the date that the Registration Statement is first declared effective by the Commission and in a timely manner may suggest(ii) the date when all securities covered by the Registration Statement shall have ceased to be Registrable Securities (the “Effectiveness Period”).
(c) On The Company shall notify the Seller, as agent for the Security Holders, in writing promptly (and in any event within two Trading Days) after receiving notification from the filing date Commission that the Registration Statement has been declared effective.
(d) The Company’s obligations pursuant to this Section 2.1 and Section 2.2 shall be conditioned upon receipt from the Security Holders of a Selling Stockholder Questionnaire in the form attached hereto as Exhibit A, as such form may be hereafter revised as necessary to reflect amendments to the Securities Act and the rules and regulations promulgated thereunder.
(e) Notwithstanding anything in this Agreement to the contrary, the Company may, by written notice to the Seller, require that the Security Holders immediately cease the sale of shares of Common Stock pursuant to the Registration Statement if the Company’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders shareholders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction Company to suspend the use of the Registration Statement. Upon receipt of such prospectus until notice, the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement Security Holders shall immediately discontinue any sales of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Registrable Securities Act with respect pursuant to the sale or other disposition of all securities covered by such Registration Statement until copies of a supplemented or amended Prospectus and any additional or supplemental filings that are incorporated or deemed incorporated by reference in such time as there shall be no Registrable Securities;
(e) register Prospectus have been made available to the Security Holders on Commission’s ▇▇▇▇▇ database or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably requestotherwise, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever Seller is shorter, and to take any other action which advised in writing by the Company that the then-current Prospectus may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions used. The Company’s rights under this Section 2.1(e) may be exercised for a period of the securities owned by such Holder (provided, however, that the Seller shall no more than 45 days at a time and not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process more than two times in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or tradedtwelve-month period.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Sirenza Microdevices Inc)
Resale Registration Statement. (a) The Purchaser shall prepare and file Company has filed with the SEC promptly after Closing Securities and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, a registration statement Exchange Commission (the “"Commission") a Registration Statement on Form SB-2 (the "Resale Registration Statement”") on an appropriate form relating to register under the Registrable SecuritiesSecurities Act of 1933, to as amended (the extent required to permit "Securities Act"), the disposition sale of certain shares of Common Stock by a Holder certain selling stockholders of the Registrable Securities.
(b) Company on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act. The Purchaser shall cause Company expects that the Resale Registration Statement will become effective on or prior to December 31, 1995. The Company hereby covenants that it will promptly amend the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; providedinclude the sale of the Warrant Shares and any securities issued or issuable with respect to the Warrant Shares by way of a stock dividend or stock split or in connection with a combination of shares, howeverrecapitalization, that before filing such Registration Statement merger, consolidation or any amendments or supplements theretoother reorganization (collectively, the Purchaser shall furnish to counsel selected "Registrable Securities") by the Holder or Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counselthis Warrant, and shall in good faith consider incorporating in each such document such changes as such counsel will use its best efforts to obtain and maintain the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date effectiveness of the Resale Registration Statement and while any Registrable Securities remain outstanding, until the Purchaser shall:
(i) notify the Holders expiration of the happening four (4) year period immediately following the date of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusthis Warrant, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated have been sold by the SEC; and
Holder or Holders, if sooner (ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded"Registration Period").
(fb) The Purchaser Holder or Holders of this Warrant shall promptly give provide the Company, from time to time, as reasonably requested by the Company, written notice information concerning the Holder's ownership of the Company's securities, such ▇▇▇▇▇▇'s intentions concerning the sale of Registrable Securities and such other matters as are required in order to enable the Holders:
(i) when such Resale Registration StatementCompany to amend, and obtain and maintain the prospectus or any amendment or supplement thereto has been filed with the SEC and when effectiveness of, such Resale Registration Statement in accordance with this Section 14.
(c) In the event the Resale Registration Statement shall not be declared effective by the Commission by December 31, 1995, or the Resale Registration Statement is declared effective but shall thereafter at any time during the Registration Period cease to be effective, the Holder or Holders of this Warrant shall have the rights set forth in Sections 15 and 16 below to request registration of the Registrable Securities until such time as the Resale Registration Statement shall have been declared effective or again becomes effective, as the case may be; provided that to the extent the Company is required to file a post-effective amendment thereto has become effective;
(ii) of any request by to the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iiiin order to update such registration statement as required by Section 10(a)(3) of the issuance by Securities Act of 1933, the SEC Holder or Holders of any stop order suspending this Warrant shall not be entitled to exercise the effectiveness rights set forth in Sections 15 and 16 below during the 60 day period following the filing of such Resale Registration Statement or post-effective amendment with the initiation of any proceedings for that purpose; and
Commission (iv) of the receipt by "Stand-Still Period"), provided the Purchaser or Company uses its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment theretoduring such Stand-Still Period.
(d) In the event the Company is for any reason unable to include the Registrable Securities in the Resale Registration Statement, including financial statements and schedules, and, if during the Registration Period the Holder so requests or Holders of this Warrant shall have the rights set forth in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts Sections 15 and 16 below to procure the cooperation request registration of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested it being agreed by the HoldersCompany that the Holder or Holders of this Warrant shall not be required to exercise this Warrant if such exercise is necessary to include the Registrable Securities in the Resale Registration Statement.
Appears in 1 contract
Sources: Warrant Agreement (Alfacell Corp)
Resale Registration Statement. (a) The Purchaser On or prior to each Filing Date, the Company shall prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after Commission a Registration Statement covering the Closing Date, a registration statement (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder resale of all of the Registrable Securities.
(b) The Purchaser shall cause the Resale Securities that are not then registered on an effective Registration Statement for an offering to remain effective until no be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities remain outstandingon Form F-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A.; provided, however, that before no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to:
i. cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and
ii. keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (A) have been sold, thereunder or any amendments pursuant to Rule 144 or supplements thereto(B) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).
(b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Purchaser shall furnish Company agrees to counsel selected promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Holders copies Commission, covering the maximum number of all documents proposed Registrable Securities permitted to be filedregistered by the Commission, which documents shall be on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the review provisions of such counselSection 2(e); with respect to filing on Form F-3 or other appropriate form, and shall in good faith consider incorporating in each such document such changes as such counsel subject to the Holders reasonably provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and in a timely manner may suggestDisclosure Interpretation 612.09.
(c) On Notwithstanding any other provision of this Agreement and from subject to the filing date payment of liquidated damages pursuant to Section 2(d), if the Resale Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and while any notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities remain outstandingto be registered on such Registration Statement will be reduced as follows:
i. First, the Purchaser shall:
(i) notify the Holders of the happening of Company shall reduce or eliminate any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required securities to be stated therein or necessary to make included other than Registrable Securities; and
ii. Second, the statements therein Company shall reduce Registrable Securities represented by Shares and Option Shares (applied, in the case that some Shares and Option Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and Option Shares held by such Holders). In the event of a prospectuscutback, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in light accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);Initial Registration Statement, as amended.
(d) promptly prepare In addition to any other rights the Holders may have hereunder or under applicable law, on each Event Date (as defined below) and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Holder’s Confirmation Letter if:
i. the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i));
ii. the Company fails to file with the SEC such amendments and supplements Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement (including postwill not be “reviewed” or will not be subject to further review;
iii. prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendments) amendment and each prospectus used otherwise respond in connection therewith, such annual or periodic reports under writing to comments made by the Exchange Act and all other documents, as may be necessary to keep Commission in respect of such Registration Statement effective, to ensure within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of declared effective;
iv. a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect registering for so long as the Resale Registration Statement remains in effect or until resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement; or
v. after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are soldotherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, whichever is shorterfor more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions for purposes of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
clauses (i) otherwise comply with all applicable lawsand (iv), rules the date on which such Event occurs, and regulations promulgated by the SEC; and
for purpose of clause (ii) cause the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, then the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such Registrable Securities interest thereon, are paid in full. The partial liquidated damages pursuant to be listed and remain quoted the terms hereof shall apply on each securities exchange or quotation system on which a daily pro rata basis for any portion of a month prior to the Purchaser’s common stock is listed or tradedcure of an Event.
(fe) The Purchaser If Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, register the prospectus or any amendment or supplement thereto has been filed with resale of the SEC Registrable Securities on another appropriate form and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by undertake to register the SEC for amendments or supplements to Registrable Securities on Form F-3 as soon as such Resale Registration Statement or form is available, provided that the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending Company shall maintain the effectiveness of such Resale the Registration Statement or then in effect until such time as a Registration Statement on Form F-3 covering the initiation of any proceedings for that purpose; and
(iv) of the receipt Registrable Securities has been declared effective by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposeCommission.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Alterity Therapeutics LTD)
Resale Registration Statement. The Company shall (asubject to Section 2(b)) The Purchaser shall prepare and file use reasonable best efforts to:
(i) cause to be filed with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after as soon as reasonably practicable, but in no event later than the Closing DateResale Filing Deadline, a registration statement pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers of all Registrable Securities by the Holders as permitted by such Rule 415;
(ii) on an appropriate form relating cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the Resale Effective Deadline;
(iii) in connection with the foregoing, file all pre-effective amendments to the Registrable SecuritiesResale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the extent required Resale Registration Statement pursuant to permit Rule 430A under the disposition by a Holder of the Registrable Securities.Securities Act; and
(biv) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; providedContinuously Effective, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected supplemented and amended as required by the Holders copies provisions of all documents proposed to be filed, which documents shall be subject Section 2(c) to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order extent necessary to ensure that it is available for resales and Transfers of all Registrable Securities by the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingHolders, and to comply ensure that it conforms with the provisions requirements of this Agreement, the Securities Act with respect and the policies, rules and regulations of the SEC as announced from time to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably requesttime, to keep such registration or qualification in effect for so long as a period beginning on the Resale Registration Statement remains in effect or until Effective Deadline and continuing through the earlier to occur of (A) the date on which all of the Registrable Securities are sold, whichever is shorter, and eligible to take any other action which may be reasonably necessary or advisable to enable each sold in a single transaction by the Holder to consummate the disposition in such jurisdictions public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act and without regard to time, volume or manner of sale limitations, or (B) the date upon which the Holder has Transferred all of the securities owned Registrable Securities. Notwithstanding the registration obligations set forth in this Section 2(a), in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Resale Registration Statement, or (ii) the SEC informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and, as applicable, file the Resale Registration Statement, or use its reasonable best efforts to file amendments to the Resale Registration Statement as required by the SEC and/or (B) withdraw the initial Resale Registration Statement and file a new registration statement, in each case covering the maximum number of such Holder (Registrable Securities permitted to be registered thereon, on such form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, howeverthat in the case of clause (ii) above, that prior to filing such amendment or new registration statement, the Seller Company shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do souse its reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09, or any successor thereto. Notwithstanding any other provision of this Agreement, if in the opinion of the Company’s counsel there is, or any SEC Guidance sets forth, a limitation of the number of Registrable Securities permitted to be registered on a particular registration statement as a secondary offering (and, in the case of clause (ii) above, notwithstanding that the Company used its reasonable best efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such registration statement will be reduced pro rata on the basis of the aggregate number of Registrable Securities owned by each Holder, and do under such other circumstances, the Company will not be subject to the payment of Liquidated Damages in Section 2(g). In the event the Company amends the Resale Registration Statement or files a new registration statement, as the case may be, under clauses (A) or (B) above, the Company will use its reasonable acts and things best efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Resale Registration Statement, as amended, or the new registration statement. In the event of the filing by the Company of any new registration statement pursuant to this paragraph, all references to Resale Registration Statements in this Agreement shall also include such new registration statement(s) mutatis mutandis. No Holder shall be named as an “underwriter” in any registration statement without such Holder’s prior written consent, not to be unreasonably withheld. At any time that a shelf registration statement covering Registrable Securities pursuant to this Section 2(a) is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement the shelf registration statement as may be required of it necessary in order to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which distributed pursuant to the Purchaser’s common stock Shelf Offering (taking into account the inclusion of Registrable Securities by any other Lenders that hold Registrable Securities). In connection with any Shelf Offering, including any Shelf Offering that is listed or traded.
(f) The Purchaser an underwritten offering, the Company shall promptly give written notice deliver the Take-Down Notice to all other Lenders that hold Registrable Securities included on such shelf registration statement and permit each such Lender to include its Registrable Securities included on the Holders:
shelf registration statement in the Shelf Offering if such Lender notifies the proposing Holder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Lender. If a Shelf Offering of Registrable Securities is to be conducted as an underwritten offering and, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be allocated among such Holder(s) and Lenders pro rata on the basis of the aggregate number of such securities or shares owned by each such holder, or as such Holder(s) and Lenders may otherwise agree amongst themselves. No Holder or Lender may participate in any underwritten registration under this Section 2 unless such Holder or Lender (i) when such Resale Registration Statement, agrees to sell the prospectus or Registrable Securities it desires to include in the underwritten offering on the basis provided in any amendment or supplement thereto has been filed with the SEC underwriting arrangements in customary form and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) completes and executes all questionnaires, powers of any request by attorney, indemnities, underwriting agreements and other documents required under the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness terms of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposeunderwriting arrangements.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (UniTek Global Services, Inc.)
Resale Registration Statement. Promptly following the final closing of the purchase and sale of the Notes and Warrants contemplated by the Memorandum (athe "Closing Date") The Purchaser but no later than the later of (i) thirty (30) days after the final closing of the Offering and, (ii) in the event the SEC is conducting a review of a Registration Statement filed by the Company prior to the date of the Memorandum, the fifth (5th) day following the completion of such review (the "Filing Deadline"), the Company shall prepare and file with the SEC promptly after Closing and use reasonable efforts one Registration Statement on Form S-3 (or, if Form S-3 is not then available to cause the Company, on such form of registration statement as is then available to be declared effective within 90 days after the Closing Date, effect a registration statement (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder for resale of the Registrable Securities.
), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares and the Warrant Common Shares (b) The Purchaser shall cause such Registration Statement, or any other Registration Statement covering the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, the "Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents Statement"). No other securities shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes included in the Resale Registration Statement or any prospectus contained therein in order Statement, except for up to ensure 283,768 shares of the Company's Common Stock issuable upon exercise of warrants that were issued by the Company on May 9, 2011, May 20, 2011 and August 23, 2011. The Resale Registration Statement (and each prospectus contained thereinamendment or supplement thereto, and each request for acceleration of effectiveness thereof) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(dprovided in accordance with Section 3(c) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale Placement Agent and its counsel prior to its filing or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as submission. If the Resale Registration Statement remains in effect or until all of covering the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the Investors(based on number of Registrable Securities held by each such Investor), as partial damages and when such not as a penalty, in an aggregate amount equal to 1.5% of the gross proceeds from the Offering. In the event the Resale Registration Statement or any posthas not been filed by each 30th day anniversary of the Filing Deadline, the Company will make for each such 30-effective amendment thereto has become effective;
(ii) of any request by day period the SEC for amendments or supplements to such Resale Registration Statement or has not been filed additional pro rata payments to the prospectus included therein or for additional information;
Investors (iiibased on number of Registrable Securities held by each such Investor) in an aggregate amount equal to 1.5% of the issuance by gross proceeds from the SEC of any stop order suspending Offering. Such payments shall be made to each such Investor in immediately available funds within three (3) Business Days after the effectiveness of such Resale Registration Statement Filing Deadline or the initiation of any proceedings for that purpose; and
(iv) each 30th day anniversary of the receipt by Filing Deadline, as the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposecase may be.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Resale Registration Statement. (a) The Purchaser shall prepare As soon as practicable and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective in any event within 90 days after the Closing DateEffective Time, EPIX shall file with the SEC, and thereafter use its commercially reasonable efforts to have declared effective as soon as practicable, a registration statement on Form S-3 (the or if EPIX is not eligible to use Form S-3, any other form that EPIX is eligible to use) (a “Resale S-3 Registration Statement”) under the Securities Act covering the resale by (i) the Chairman of the Board of Directors of EPIX and (ii) former affiliates of Predix (including any former affiliates of Predix who may following the Effective Time be current affiliates of EPIX) listed on an appropriate form relating Schedule 7 hereto (collectively, the “Affiliate Stockholders”) of shares of EPIX Common Stock issued pursuant to this Agreement as Merger Consideration (the “Registrable SecuritiesMerger Shares”). In its discretion, EPIX will be permitted to register any other shares for resale by other eligible selling stockholders using the extent required S-3 Registration Statement. EPIX shall use commercially reasonable efforts to permit keep the disposition by a Holder S-3 Registration Statement continuously effective and usable for the resale of the Registrable SecuritiesMerger Shares covered thereby for a period commencing on the date on which the SEC declares the S-3 Registration Statement effective and ending on the earlier of (i) the date upon which all of the Registrable Merger Shares first become eligible for resale pursuant to Rule 145 under the Securities Act without restriction or (ii) the first date upon which all of the Registrable Merger Shares covered by the S-3 Registration Statement have been sold pursuant to such registration statement.
(b) The Purchaser shall cause EPIX may, by written notice to the Resale Affiliate Stockholders, (i) delay the filing or effectiveness of the S-3 Registration Statement for up to remain effective until no Registrable Securities remain outstanding; providedthirty (30) days, howeveror for such longer period, that before filing such as a result of restraints or restrictions under applicable law or (ii) suspend the S-3 Registration Statement or any amendments or supplements thereto, after effectiveness and require that the Purchaser shall furnish to counsel selected by the Holders copies Affiliate Stockholders immediately cease sales of all documents proposed to be filed, which documents shall be subject shares pursuant to the review S-3 Registration Statement (A) for a period of such counselnot more than thirty (30) consecutive days or seventy-five (75) days in the aggregate during any twelve (12) consecutive calendar months, and shall in the event that EPIX files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a then pending public offering of its securities or (B) following the effectiveness of the S-3 Registration Statement, for no longer than ten (10) consecutive trading days if an event has occurred or EPIX has entered into a transaction which EPIX determines in good faith consider incorporating must be disclosed in each order for EPIX to comply with the public disclosure requirements imposed on EPIX under the Securities Act in connection with the S-3 Registration Statement, provided, that in respect of all such document such changes as such counsel to events or occurrences EPIX shall not suspend the Holders reasonably and effectiveness of the S-3 Registration Statement for more than thirty (30) trading days in a timely manner may suggest.the aggregate in any twelve (12) consecutive calendar months. Table of Contents
(c) On and from If EPIX delays or suspends the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale S-3 Registration Statement or any prospectus contained therein in order requires the Affiliate Stockholders to ensure that the Resale Registration Statement cease sales of shares pursuant to Section 5.18(b) above, EPIX shall, as promptly as practicable (and each prospectus contained thereinin any event within four (4) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make business days) following the statements therein (in the case of a prospectus, in light termination of the circumstances under circumstance which they were made) not misleading (which notice shall be accompanied by an instruction entitled EPIX to suspend the use of do so, take such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, actions as may be necessary to keep such file or reinstate the effectiveness of the S-3 Registration Statement effective, and/or give written notice to ensure such all Affiliate Stockholders authorizing them to resume sales pursuant to the S-3 Registration Statement. If as a result thereof the prospectus included in the S-3 Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and has been amended to comply with the provisions requirements of the Securities Act Act, EPIX shall enclose such revised prospectus with respect the notice to Affiliate Stockholders given pursuant to this Section 5.18(c), and the Affiliate Stockholders shall make no offers or sales of shares pursuant to the sale or other disposition of all securities covered by such S-3 Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws than by means of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or tradedrevised prospectus.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Resale Registration Statement. The Company shall (asubject to Section 2(b)) The Purchaser shall prepare and file with the SEC promptly after Closing and use commercially reasonable efforts to to:
(i) cause to be declared effective within 90 filed with the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the Closing Datedate hereof (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 2(g)) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g)) on an appropriate form relating of all Registrable Securities (defined in Section 2(g)) by the Holders (defined in Section 2(g)) as permitted by such Rule 415;
(ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”);
(iii) in connection with the foregoing, file all pre-effective amendments to the Registrable SecuritiesResale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the extent required Resale Registration Statement pursuant to permit Rule 430A under the disposition by a Holder of the Registrable Securities.Securities Act; and
(biv) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; providedContinuously Effective (defined in Section 2(g)), however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected supplemented and amended as required by the Holders copies provisions of all documents proposed to be filed, which documents shall be subject Section 2(c) to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingHolders, and to comply ensure that it conforms with the provisions requirements of this Agreement, the Securities Act with respect and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the sale or other disposition Resale Effective Deadline and continuing through the earliest to occur of all securities covered by such Registration Statement until such time (A) the date no shares of Common Stock qualify as there shall be no Registrable Securities;
, (eB) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until date on which all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each sold in a single transaction by the Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith public pursuant to Rule 144 or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations similar rule promulgated by the SEC; and
SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (iiC) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on the date upon which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) Investors have Transferred all of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Resale Registration Statement. (a) The Purchaser Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file with the SEC promptly after Closing and use reasonable efforts to or cause to be declared effective within 90 prepared and filed with the SEC, no later than forty five (45) days after following the Closing DateDate (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) on an appropriate form relating ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to the Registrable Securitiesfurther review, and, once effective, to keep the extent required Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to permit this Section 2.1, Parent shall use its commercially reasonable efforts to convert the disposition by Form S-1 to a Holder of the Registrable SecuritiesForm S-3 as soon as practicable after Parent is eligible to use Form S-3.
(b) The Purchaser If Parent shall cause receive a request from the Holders of Registrable Securities whose securities were registered on the Resale Shelf Registration Statement to remain effective until no Registrable Securities remain outstanding; provided, however, with an estimated market value of at least $25,000,000 that before filing such Registration Statement Parent effect a Underwritten Takedown of all or any amendments or supplements theretoportion of the requesting holder’s Registrable Securities, the Purchaser then Parent shall furnish to counsel selected by the Holders copies promptly give notice of all documents proposed to be filed, which documents shall be subject such requested Underwritten Takedown at least two (2) business days prior to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the anticipated filing date of the Resale Registration Statement prospectus or supplement relating to such Underwritten Takedown to the other Holders and while any Registrable Securities remain outstandingthereupon shall use commercially reasonable efforts to effect, as expeditiously as possible, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition offering in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or tradedUnderwritten Takedown of.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Resale Registration Statement. (a) The Purchaser As soon as practicable (and in any event within thirty (30) calendar days of the date of this Agreement (the “Filing Date”)), the Company shall prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, a registration statement on Form S-3 (the “Resale Registration Statement”) on an appropriate form relating (or Form S-1 if Form S-3 is not available to the Registrable Securities, to Company) providing for the extent required to permit resale by the disposition by a Holder Purchasers of the Registrable SecuritiesPreferred Shares, the Conversion Shares, the Warrants and the Warrant Shares issuable upon exercise of the Warrants or shall include such Preferred Shares, Conversion Shares, Warrants and Warrant Shares in any other registration statement on Form S-3 or Form S-1 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within sixty (60) days following the Closing Date (unless the Commission notified the Company that it will perform a “full” review of the Resale Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Closing Date such 60-day or 90-day period is referred to as the “Effectiveness Date”), and to keep such Resale Registration Statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Purchaser owns any Preferred Shares, Conversion Shares, Warrants and Warrant Shares issuable upon exercise of the Warrants.
(b) The Purchaser shall cause If: (i) the Resale Registration Statement is not filed on or prior to remain effective until no Registrable Securities remain outstanding; providedits Filing Date, however, that before filing such (ii) if the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected in accordance with Rule 461 promulgated by the Holders copies Commission pursuant to the Securities Act, within five (5) Trading Days of all documents proposed to the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be filed, which documents shall “reviewed” or will not be subject to further review, or (iii) a Resale Registration Statement registering for resale all of the review of such counselSecurities to be registered thereunder (the “Registrable Securities”) is not declared effective by the Commission by the Effectiveness Date, and shall in good faith consider incorporating in each such document such changes as such counsel to or (iv) after the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing effective date of the Resale Registration Statement and while any Registrable Securities remain outstandingStatement, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the such Resale Registration Statement or ceases for any prospectus contained therein in order reason to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit remain continuously effective as to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification included in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, or the prospectus or any amendment or supplement thereto has been filed with holders of the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
Registrable Securities (iithe “Holders”) of any request by the SEC for amendments or supplements are otherwise not permitted to such Resale Registration Statement or utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for additional information;
purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the receipt applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the Purchaser or its legal counsel of any notification with respect aggregate Subscription Amount paid by such Holder pursuant to the suspension Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without chargeaccruing daily from the date such partial liquidated damages are due until such amounts, at least one copy of plus all such Resale Registration Statement and any post-effective amendment theretointerest thereon, including financial statements and schedules, and, if the Holder so requests are paid in writing, all exhibits (including those, if any, incorporated by reference); and
(i) full. The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect partial liquidated damages pursuant to the transfer terms hereof shall apply on a daily pro rata basis for any portion of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by a month prior to the Holderscure of an Event.
Appears in 1 contract
Resale Registration Statement. Either (a) The Purchaser counsel for Buyer shall prepare and file with have received from the staff of the SEC promptly after Closing a letter, in form and substance reasonably acceptable to Vidara, indicating that the SEC is of the view that the Merger will constitute a “succession” for purposes of Rule 12g-3(a) of the Exchange Act and that Vidara may take into account Buyer’s reporting history under the Exchange Act in determining Vidara’s eligibility to use reasonable efforts Form S-3 immediately following the Effective Time, and Vidara shall otherwise be reasonably satisfied that it is eligible to cause file Resale Registration Statements on Form S-3 pursuant to be declared effective within 90 days after Rule 462(e) under the Closing Date, a registration statement Securities Act (the an “Automatic Resale Registration Statement”) on an appropriate form relating and such Automatic Resale Registration Statement shall have been prepared and, in the reasonably opinion of counsel to Vidara, ready for filing with the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.
SEC promptly following Closing or (b) The Purchaser Vidara shall cause have been notified by the SEC that the Resale Registration Statement will not be reviewed by the SEC or is no longer subject to further review and comments, Vidara shall have caused a letter to be delivered to the SEC requesting that the effectiveness of the Resale Registration Statement be accelerated, which letter shall be in form and substance reasonably acceptable to Buyer (the “Acceleration Letter”); and, in each of clauses (a) and (b), Buyer or Vidara shall have paid (or, in the case of an Automatic Resale Registration Statement, be prepared to pay prior to the filing thereof) any registration fees associated with the Resale Registration Statement, and Holdings shall be reasonably satisfied that all other filings have been made, that all consents and approvals have been obtained and that all other arrangements have been made and are in place, in each case as would be necessary for the Resale Registration Statement to remain be declared effective until no Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith form as will allow Holdings or as a condition thereto Holdings Members to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements publicly resell their Ordinary Shares pursuant to such Resale Registration Statement or (subject, in the prospectus included therein or for additional information;
(iii) case of the issuance by preceding clause (b), only to the SEC lapse of any stop order suspending time between the Effective Date and the time at which effectiveness of such Resale the Registration Statement or was requested in the initiation of any proceedings for that purpose; and
(iv) of Acceleration Letter and the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness satisfaction of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including thoseother conditions, if any, incorporated by referenceas are set forth in the Acceleration Letter); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Transaction Agreement and Plan of Merger (Horizon Pharma, Inc.)
Resale Registration Statement. The Company shall (asubject to Section 2(b)) The Purchaser shall prepare and file with the SEC promptly after Closing and use commercially reasonable efforts to to:
(i) cause to be declared effective within 90 filed with the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the Closing Datedate hereof (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 2(g) ) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g) on an appropriate form relating ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415;
(ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”);
(iii) in connection with the foregoing, file all pre-effective amendments to the Registrable SecuritiesResale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the extent required Resale Registration Statement pursuant to permit Rule 430A under the disposition by a Holder of the Registrable Securities.Securities Act; and
(biv) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; providedContinuously Effective (defined in Section 2(g)), however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected supplemented and amended as required by the Holders copies provisions of all documents proposed to be filed, which documents shall be subject Section 2(c) to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingHolders, and to comply ensure that it conforms with the provisions requirements of this Agreement, the Securities Act with respect and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the sale or other disposition Resale Effective Deadline and continuing through the earliest to occur of all securities covered by such Registration Statement until such time (A) the date no shares of Common Stock qualify as there shall be no Registrable Securities;
, (eB) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until date on which all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each sold in a single transaction by the Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith public pursuant to Rule 144 or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations similar rule promulgated by the SEC; and
SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (iiC) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on the date upon which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) Investors have Transferred all of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Resale Registration Statement. Subject to MCEL obtaining any necessary waivers and approvals with respect to existing registration rights, MCEL shall, unless MCEL reasonably concludes that the MCEL Shares held by Horizon will be freely transferable in the absence of registration without volume limitations upon the expiration of the Lock-Up Period (i) not later than 90 days prior to the expiration of the Lock-Up Period, file with the SEC a registration statement on Form S-3 (or another appropriate form) (the “Registration Statement”) registering under the Securities Act the resale of the MCEL Shares by Horizon and (ii) use its reasonable best efforts to have the Registration Statement declared effective by the SEC on or prior to the expiration of the Lock-Up Period. MCEL agrees that it shall use its reasonable best efforts to obtain any waivers and approvals necessary to effect the registration contemplated by this Section 5.6. Horizon agrees that it shall be a condition precedent to MCEL’s registration obligations under this Section 5.6 that Horizon (i) furnish to MCEL such information regarding Horizon, its Affiliates and the intended method of disposition of the MCEL Shares as shall be reasonably requested by MCEL to effect the effectiveness of the registration contemplated by this Section 5.6 and (ii) execute and deliver such documents in connection with such registration as MCEL may reasonably request. All registration fees, printing fees, accounting fees and fees and disbursements of counsel for MCEL in connection with the registration contemplated by this Section 5.6 shall be paid by MCEL and any underwriting fees, discounts and commissions and all fees and disbursements of counsel for Horizon in connection with the registration contemplated by this Section 5.6 shall be paid by Horizon. In connection with the filing of the Registration Statement, MCEL shall, as promptly as practicable:
(a) The Purchaser shall prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, a registration statement (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such the Registration Statement and the prospectus included in the Registration Statement (including post-effective amendmentsthe “Prospectus”) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act (including the anti-fraud provisions thereof) and to keep the Registration Statement effective for six months from the effective date or such lesser period until all of the MCEL Shares registered thereunder (the “Registrable Shares”) are sold;
(b) furnish to Horizon such reasonable number of copies of the Prospectus, including any preliminary Prospectus, in conformity with respect the requirements of the Securities Act, and such other documents as Horizon may reasonably request in order to facilitate the public sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no the Registrable SecuritiesShares;
(ec) use its reasonable best efforts to register or qualify the Registrable Securities Shares under such other the securities or blue sky laws of such jurisdictions within the United States and its territories and possessions states as each Holder of such Registrable Securities Horizon shall reasonably request, and do any and all other acts and things that may be necessary to keep such registration enable Horizon to consummate the public sale or qualification in effect for so long as the Resale Registration Statement remains in effect or until all other disposition of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition Shares in such jurisdictions of the securities owned by such Holder (states; provided, however, that the Seller MCEL shall not be required in connection therewith or required, as a condition thereto result of this Section 5.6(c), to qualify to do business as a foreign corporation, subject itself to taxation in corporation or to file execute a general consent to service of process in any jurisdiction where it would not, but for or to amend its organizational documents in a manner that the requirements MCEL board of this Section 9.1(e), be obligated to do sodirectors determines is inadvisable;
(d) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction cause all of the Registrable Shares to be listed on each securities covered exchange or automated quotation system on which the MCEL Common Stock is then listed;
(e) make available for inspection by Horizon, any managing underwriter participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such Resale underwriter or retained by Horizon, all financial and other records, pertinent corporate documents and properties of MCEL and cause its officers, directors, employees and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(if) otherwise comply with all applicable laws, rules and regulations promulgated by notify Horizon after it shall receive notice of the SECtime when the Registration Statement has become effective or a supplement to any Prospectus forming a part of the Registration Statement has been filed; and
(iig) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) notify Horizon of any request by the SEC for amendments any amendment or supplements to such Resale supplement of the Registration Statement or the prospectus included therein or for additional information;
(iii) Prospectus. If MCEL has delivered a Prospectus to Horizon and, after having done so, the Prospectus is amended to comply with the requirements of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser Securities Act, MCEL shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, promptly notify Horizon and, if the Holder so requests in writingrequested, Horizon shall immediately cease making offers and sales of Registrable Shares thereunder and return all exhibits (including thoseProspectuses to MCEL. MCEL shall promptly provide Horizon with revised Prospectuses and, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation following receipt of the Purchaser’s transfer agent in settling any offering or sale revised Prospectuses, Horizon may resume making offers and sales of the Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the HoldersShares pursuant thereto.
Appears in 1 contract
Sources: Securities Purchase and Sale Agreement (Millennium Cell Inc)
Resale Registration Statement. (a) The Purchaser shall prepare and will use commercially reasonable efforts to (i) file a resale registration statement pursuant to Rule 415 under the Securities Act with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective registering the resale of the Registrable Securities (the “Resale Shelf”) within 90 60 days after of the Closing Date, (ii) have the Resale Shelf declared effective by the SEC as promptly as practicable after such filing and (iii) maintain the effectiveness of the Resale Shelf until such time as no Registrable Securities remain outstanding. Purchaser agrees to furnish to Seller such number of copies of a registration statement prospectus, including a preliminary prospectus, as required by the Securities Act, in order to facilitate the disposition of Registrable Securities. Purchaser agrees to take all commercially reasonable actions (the “Resale Registration Statement”excluding, for clarity, marketing efforts) on an appropriate form relating as necessary and reasonably requested by Seller, at Seller’s expense, to expedite and facilitate disposition by Seller of Registrable Securities pursuant to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable SecuritiesRegistration Shelf.
(b) The Notwithstanding Section 5.13(a):
(i) Purchaser shall cause not be required to file the Resale Registration Statement Shelf (or any amendment thereto) or, if the Resale Shelf has been filed but not declared effective by the SEC, request effectiveness of such Resale Shelf, or, if such Resale Shelf has been declared effective by the SEC, may suspend the use of any prospectus that is part of the Resale Shelf, for up to remain effective until no 60 calendar days from the date of the Suspension Notice (as defined below), by providing written notice to Seller if Purchaser shall have furnished to Seller a certificate signed by the Chief Executive Officer (or other authorized officer) of Purchaser stating that Purchaser’s Board of Directors has determined in its reasonable good faith judgment that the filing of the Resale Shelf (or any amendment thereto) or the request for effectiveness of such Resale Shelf should be delayed or the offer or sale of Registrable Securities remain outstandingpursuant to the Resale Shelf should be suspended (as applicable); providedprovided that Purchaser may not invoke a delay or suspension pursuant to this Section 5.13(b)(i) for more than 60 calendar days in the aggregate in any 12 month period. Purchaser may invoke this Section 5.13(b)(i) only if Purchaser’s Board of Directors determines in good faith, howeverafter consultation with its legal counsel, that before the filing such Registration Statement of the Resale Shelf (or any amendments or supplements amendment thereto), the Purchaser shall furnish to counsel selected by the Holders copies request for effectiveness of all documents proposed to be filed, which documents shall be subject such Resale Shelf or offer or sale of Registrable Securities pursuant to the review Resale Shelf (as applicable) would reasonably be expected to: (A) have a material adverse effect on any proposal or plan by Purchaser or any of such counselits subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, and consolidation, tender offer, recapitalization, reorganization or other transaction involving Purchaser or any of its subsidiaries; or (ii) require premature disclosure of material non-public information (“MNPI”) that Purchaser has a bona fide business purpose for preserving as confidential; provided that a Suspension Event (as defined below) shall in good faith consider incorporating in each such document such changes as such counsel automatically expire upon the public disclosure of the information to which the Holders reasonably and in a timely manner may suggestMNPI relates.
(cii) On and from In the case of an event that causes Purchaser to delay the filing date or effectiveness of the Resale Registration Statement Shelf, or suspend the use of any prospectus that is part of the Resale Shelf, as set forth in Section 5.13(b)(i) (a “Suspension Event”), Purchaser shall give a notice to Seller (a “Suspension Notice”) of such delay or suspension and while such notice shall state that such delay or suspension shall continue only for so long as the Suspension Event or its effect is continuing. Purchaser shall not include any MNPI in the Suspension Notice or otherwise provide such information to Seller unless specifically requested in writing. Seller shall not sell any Registrable Securities remain outstandingpursuant to the Resale Shelf at any time after it has received a Suspension Notice from Purchaser and prior to receipt of an End of Suspension Notice; provided that Seller may sell any Registrable Securities after receipt of a Suspension Notice so long as Seller has not received MNPI from Purchasers pursuant to any available exemption from registration under the Securities Act, including, without limitation, Rule 144 promulgated under the Securities Act. Seller may recommence sales pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from Purchaser, and such End of Suspension Notice shall be given by Purchaser to Seller promptly following the conclusion of any Suspension Event.
(iii) Notwithstanding any provision herein to the contrary, if Purchaser gives a Suspension Notice with respect to the Resale Shelf, Purchaser agrees that it shall:
(iA) notify as promptly as practicable after Seller’s receipt of an End of Suspension Notice, if applicable, prepare a post-effective amendment or supplement to the Holders registration statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the happening of any event that requires Registrable Shares included therein, the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no will not include an untrue statement of a material fact and does not or omit to state a any material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus, in light of the circumstances under which they were made) , not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);misleading; and
(dB) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each provide copies of any supplemented or amended prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effectiveresume sales, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition each Suspension Event.
(c) For purposes of all securities covered by such Registration Statement until such time as there shall be no this Section 5.13, “Registrable Securities;
(e) register or qualify ” means the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States First Tranche Shares and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (Second Tranche Shares; provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect such securities shall irrevocably cease to constitute Registrable Securities upon the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.earliest to occur of:
Appears in 1 contract
Resale Registration Statement. (a) The Purchaser Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file with the SEC promptly after Closing and use reasonable efforts to or cause to be declared effective within 90 prepared and filed with the SEC, no later than forty five (45) days after following the Closing DateDate (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) on an appropriate form relating ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to the Registrable Securitiesfurther review, and, once effective, to keep the extent required Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to permit this Section 2.1, Parent shall use its commercially reasonable efforts to convert the disposition by Form S-1 to a Holder of the Registrable SecuritiesForm S-3 as soon as practicable after Parent is eligible to use Form S-3.
(b) The Purchaser If Parent shall cause receive a request from the Holders of Registrable Securities whose securities were registered on the Resale Shelf Registration Statement to remain effective until no Registrable Securities remain outstanding; provided, however, with an estimated market value of at least $25,000,000 that before filing such Registration Statement Parent effect a Underwritten Takedown of all or any amendments portion of the requesting holder’s Registrable Securities, then Parent shall promptly give notice of such requested Underwritten Takedown at least two (2) business days prior to the anticipated filing date of the prospectus or supplements theretosupplement relating to such Underwritten Takedown to the other Holders and thereupon shall use commercially reasonable efforts to effect, as expeditiously as possible, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be offering in such Underwritten Takedown of.
(i) subject to the review of restrictions set forth in Section 2.2(b), all Registrable Securities for which the requesting Holders have requested such counseloffering under Section 2.1(b), and shall in good faith consider incorporating in each such document such changes as such counsel and
(ii) subject to the restrictions set forth in Section 2.2(b), all other Registrable Securities that any Holders reasonably of Registrable Securities that are included in the Resale Shelf Registration Statement have requested Parent to offer by request received by Parent within one (1) business day after such Holders receive Parent’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered.
A. Promptly after the expiration of the one business day period referred to in Section 2.1(b)(ii), Parent will notify all selling holders of the identities of the other selling holders and in a timely manner may suggestthe number of shares of Registrable Securities requested to be included therein.
B. Parent shall only be required to effectuate one Underwritten Takedown pursuant to this Agreement within any six-month period.
(c) On and Subject to Section 2.13 below, if Parent shall receive a request from the filing date a Holder of Registrable Securities whose securities were registered on the Resale Shelf Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state effectuate a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale proposed distribution or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder transfer of such Registrable Securities shall reasonably requestpursuant to the Resale Shelf Registration Statement to its members, to keep such registration or qualification in effect for so long partners, stockholders, as the Resale Registration Statement remains in effect case may be, then Parent shall deliver or until all of cause to be delivered to the transfer agent and registrar for the Registrable Securities are soldan opinion of counsel to the Company reasonably acceptable to such transfer agent and registrar, whichever is shorter, and that any legend referring to take any other action which the Act may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required removed in connection therewith with such proposed distribution or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service other transfer of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice pursuant to the Holders:
(i) when such Resale Shelf Registration Statement, the prospectus provided a distributee or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness transferee of such Resale Registration Statement or Registrable Securities is not and has not been for the initiation preceding ninety (90) days an affiliate of any proceedings for that purpose; and
Parent (iv) of as defined in Rule 405 promulgated under the Act). Parent’s obligations hereunder are conditioned upon the receipt by the Purchaser of representation letter reasonably acceptable to Parent from such Holder regarding such proposed distribution or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness other transfer of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Oaktree Acquisition Corp.)
Resale Registration Statement. (a) The Purchaser shall prepare If any Put Option or Call Option over an Existing Shareholder's Shares is exercised and file with Ambac has elected to pay a portion or all of the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after purchase price in Ambac Stock then, no later than 5:30 pm New York Time on the 5h Business Day (the “Filing Date”) following the Closing Date, Ambac will have filed a registration statement on Form S-3, or if such form is not then available, on Form S-1 (the or in each case any successor form) (each, a “Resale Registration Statement”) on an appropriate form relating with the SEC registering the resale of the shares of Ambac Stock delivered to the Existing Shareholder pursuant to this Deed (and any other shares of Ambac Stock issued in respect of the applicable Shares upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event) (collectively, such securities until such time that such securities (i) have been disposed of pursuant to an effective Resale Registration Statement, (ii) are able to be sold without restriction as to volume or manner of sale pursuant to Rule 144 or (iii) have been disposed of to a transferee which does not have any rights under this Deed, the “Registrable Securities”) in accordance with any reasonable method of distribution elected by the Existing Shareholders (in such context, each, a “Seller”). Ambac will use reasonable best efforts to the extent required to permit the disposition by a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement to remain be declared effective until by the SEC as soon as practicable thereafter, but in no Registrable Securities remain outstanding; providedevent later than the earlier of (i) 60 days from the Filing Date and (ii) the 5th Business Day after the date Ambac is notified (orally or in writing, howeverwhichever is earlier) by the SEC that the Resale Registration Statement will not be “reviewed” or will not be subject to further review (such date on which the Resale Registration Statement is declared effective, that before filing such the “Effective Date”).
(b) Ambac will advise each Seller promptly and in any event within one (1) Business Day (at Ambac’s expense): (i) when the Resale Registration Statement or any post-effective amendment thereto has been filed and when it becomes effective; (ii) of any request by the SEC for amendments or supplements thereto, to the Purchaser shall furnish to counsel selected Resale Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Holders copies SEC of all documents proposed to be filed, which documents shall be subject to any stop order suspending the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date effectiveness of the Resale Registration Statement and while or the initiation of any proceedings for such purpose; (iv) of the receipt by Ambac of any notification with respect to the suspension of the qualification of the Registrable Securities remain outstanding, included therein for sale in any jurisdiction or the Purchaser shall:
initiation or threatening of any proceeding for such purpose; and (iv) notify the Holders of the happening occurrence of any event that requires the Purchaser to make making of any changes in the Resale Registration Statement or any prospectus contained so that, as of such date, the statements therein in order to ensure that the Resale Registration Statement (are not misleading and each prospectus contained therein) contains no untrue statement of material fact and does do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (which provided that any such notice shall be accompanied by an instruction to suspend will solely provide that the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of prospectus has been suspended without setting forth the Registrable Securities are soldreason for such suspension). Notwithstanding anything to the contrary set forth herein, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would Ambac will not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or so advising any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness Seller of such Resale Registration Statement or the initiation of events, provide such Seller with any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall material, non-public information regarding Ambac. Ambac will use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Resale Registration Statement promptly. Upon the occurrence of any event contemplated in clauses (ii) through (v) above, Ambac will use its reasonable best efforts to, as soon as practicable, prepare a post-effective amendment to such Resale Registration Statement at or a supplement to the earliest possible time;related prospectus, or file any other required document so that, as thereafter delivered to the holder of Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(hc) The Purchaser shall furnish Once declared effective, Ambac will cause the Resale Registration Statement to each Holderbe continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). If the Resale Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, without charge, at least one copy Ambac will promptly cause the Resale Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Resale Registration Statement) or amend the Resale Registration Statement in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of the Resale Registration Statement.
(d) Ambac will supplement and amend the Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by Ambac for such Resale Registration Statement if required by the Securities Act or as reasonably requested by Seller.
(e) Ambac will provide a draft of the Resale Registration Statement to each Seller for review at least five (5) Business Days in advance of filing the Resale Registration Statement. In no event will any post-effective amendment theretoSeller be identified as a statutory underwriter in the Resale Registration Statement, including financial statements unless required by the SEC.
(f) Upon the effectiveness of any Resale Registration Statement covering any Registrable Securities and schedulesin connection with the transfer of any Registrable Securities, and, if Ambac will promptly instruct (or direct its counsel to so instruct and deliver a customary legal opinion) and use reasonable best efforts to cause the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
Transfer Agent for the shares to (i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling remove any offering or sale of Registrable Securities, including with respect restrictive legends related to the transfer book entry account holding such shares and (ii) make a new, unlegended entry for such book entry shares sold or disposed of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holderswithout restrictive legends.
Appears in 1 contract
Resale Registration Statement. (a) The Purchaser As soon as practicable (and in any event within one hundred and eighty (180) calendar days of the date on which the Initial Public Offering closes (the “Filing Date”)), the Company shall prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, a registration statement on Form S-1 (the “Resale Registration Statement”) on an appropriate form relating to providing for the Registrable Securities, to resale by the extent required to permit the disposition by a Holder Purchasers of the Registrable SecuritiesConversion Shares, the Warrants and the Warrant Shares or shall include such Conversion Shares, Warrants and Warrant Shares in any other registration statement on Form S-1 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within sixty (60) days following the Filing Date (unless the Commission notified the Company that it will perform a “full” review of the Resale Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Filing Date such 60-day or 90-day period is referred to as the “Effectiveness Date”), and to keep such Resale Registration Statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Purchaser owns any Warrants and Warrant Shares issuable upon exercise of the Warrants.
(b) The Purchaser shall cause If: (i) the Resale Registration Statement is not filed on or prior to remain effective until no Registrable Securities remain outstanding; providedits Filing Date, however, that before filing such (ii) if the Company fails to file with the Commission a request for acceleration of the Resale Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected in accordance with Rule 461 promulgated by the Holders copies Commission pursuant to the Securities Act, within five (5) Trading Days of all documents proposed to the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Resale Registration Statement will not be filed, which documents shall “reviewed” or will not be subject to further review, or (iii) a Resale Registration Statement registering for resale all of the review of such counselSecurities to be registered thereunder (the “Registrable Securities”) is not declared effective by the Commission by the Effectiveness Date, and shall in good faith consider incorporating in each such document such changes as such counsel to or (iv) after the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing effective date of the Resale Registration Statement and while any Registrable Securities remain outstandingStatement, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the such Resale Registration Statement or ceases for any prospectus contained therein in order reason to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit remain continuously effective as to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification included in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, or the prospectus or any amendment or supplement thereto has been filed with holders of the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
Registrable Securities (iithe “Holders”) of any request by the SEC for amendments or supplements are otherwise not permitted to such Resale Registration Statement or utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for additional information;
purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the receipt applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the Purchaser or its legal counsel of any notification with respect aggregate Subscription Amount paid by such Holder pursuant to the suspension Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without chargeaccruing daily from the date such partial liquidated damages are due until such amounts, at least one copy of plus all such Resale Registration Statement and any post-effective amendment theretointerest thereon, including financial statements and schedules, and, if the Holder so requests are paid in writing, all exhibits (including those, if any, incorporated by reference); and
(i) full. The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect partial liquidated damages pursuant to the transfer terms hereof shall apply on a daily pro rata basis for any portion of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by a month prior to the Holderscure of an Event.
Appears in 1 contract
Sources: Securities Purchase Agreement (Chromocell Therapeutics Corp)
Resale Registration Statement. (a) The Purchaser shall At its expense, the Buyer will use reasonable best efforts to:
(i) prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, a registration statement of the Buyer on Form S-3 that registers for resale on a delayed or continuous basis all of the Earn-Out Shares and which identifies each Preferred Stockholder receiving Earn-Out Shares (each, a “Holder”) as a selling security holder (such registration statement, the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.);
(bii) The Purchaser shall cause the Resale Registration Statement to become effective not later than the date that any Earn-Out Shares are required to be issued hereunder and remain effective until no Registrable Securities remain outstanding; provided, however, that before filing with respect to each Holder during the period ending on the earliest of (i) the date on which such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies Holder has disposed of all documents proposed of his, her or its Earn-Out Shares; (ii) the date such Holder is able to be filedsell all Earn-Out Shares held by him, which documents shall be subject to her or it under Rule 144 promulgated under the review Securities Act within a three month period; and (iii) the second anniversary of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing effective date of the Resale Registration Statement and while any Registrable Securities remain outstanding(such period, the Purchaser shall:“Resale Period”);
(iiii) prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection with the Resale Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;
(iv) furnish to each Holder such reasonable number of copies of the Resale Registration Statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of the Earn-Out Shares;
(v) register and qualify the securities covered by the Resale Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by any Holder; provided that the Buyer shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Buyer is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(vi) notify the Holders each Holder of the happening of any event that requires as a result of which the Purchaser to make changes prospectus included in the Resale Registration Statement or any prospectus contained therein Statement, as then in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no effect, includes an untrue statement of material fact and does not omit or omits to state a material fact required to be stated therein or necessary to make the statements therein (not misleading in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made)then existing;
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(iivii) cause all such Registrable Securities the Earn-Out Shares to be listed and remain quoted on each securities exchange or automated quotation system on which similar securities issued by the Purchaser’s common stock is Buyer are then listed or tradedquoted; and
(viii) provide a transfer agent and registrar for all Earn-Out Shares and a CUSIP number for all Earn-Out Shares, in each case not later than the date that any Earn-Out Shares are required to be issued hereunder.
(fb) The Purchaser In connection with the filing of the Resale Registration Statement with the SEC, the Buyer agrees to provide such information and materials (including method or methods of distribution) and take such action as may be required to permit the Buyer to comply with all applicable requirements of the SEC and to obtain effectiveness of the Resale Registration Statement as expeditiously as possible.
(c) Notwithstanding Section 5.7(a) above, the Buyer may postpone, for up to 120 days, the filing of the Resale Registration Statement or postpone the filing of a pre- or post-effective amendment otherwise required to be prepared and filed if, at the time such filing is required to be made, (a) the Buyer’s board of directors determines in good faith that the registration and offering of the Earn-Out Shares would require disclosure of material information that would have a material adverse effect on the Buyer and promptly gives each Holder notice of that determination (it being understood, however, that, in any such event, the Buyer shall promptly give written notice use commercially reasonable efforts to minimize the length of the postponement) or (b) the chief executive officer of the Buyer certifies to each Holder that the Buyer has a present intention to file a registration statement with respect to authorized and unissued shares of the Buyer’s capital stock within such 120-day period; provided that any such postponement shall be for a period of not more than 120 days and shall occur no more than once in any twelve-month period.
(d) With a view to making available the benefits of certain rules and regulations of the SEC that may at any time permit the sale of the restricted securities to the Holderspublic without registration, during the Resale Period, the Buyer agrees to:
(i) when such Resale Registration Statementmake and keep public information available, as those terms are understood and defined in Rule 144 under the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effectiveSecurities Act;
(ii) of any request by use commercially reasonable efforts to then file with the SEC for amendments or supplements to such Resale Registration Statement or in a timely manner all reports and other documents required of the prospectus included therein or for additional information;Buyer under the Securities Act and the Exchange Act; and
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish Furnish to each Holder, without chargepromptly upon request, at least one a written statement by the Buyer as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation most recent annual or quarterly report of the Purchaser’s transfer agent Buyer, and such other reports and documents of the Buyer as such Holder may reasonably request in settling availing itself of any offering rule or sale regulation of Registrable Securities, including with respect the SEC allowing such Holder to the transfer of physical stock certificates into book-entry form in accordance with sell any procedures reasonably requested by the Holderssuch securities without registration.
Appears in 1 contract
Resale Registration Statement. Within ten (a10) The Purchaser Business Days following the Closing Date with respect to a registration statement on Form S-1 and two (2) Business Days following the Closing Date with respect to a registration statement on Form S-3 (or any prospectus supplement thereto), Buyer shall prepare and file with the SEC promptly after Closing and SEC, and, if applicable, use commercially reasonable efforts to cause to be declared effective within 90 days as soon as reasonably practicable after the Closing Datefiling, a registration statement on Form S-1 (solely to the extent Form S-3 (including Form S-3ASR) is then unavailable for use by the Buyer), a shelf registration statement on Form S-3 (solely to the extent Form S-3 ASR is then unavailable for use by the Buyer), or a prospectus supplement to Buyer's existing automatic shelf registration statement on Form S-3ASR (File No. 333-252681) (including any amendments or supplements, the "Registration Statement"), and the prospectus (including any amendments or supplements, the “Resale Registration StatementProspectus”) forming part of the Registration Statement in compliance with Rule 415 under the Securities Act covering the resale on a continuous basis of all of the Registrable Securities provided, that Buyer shall only be obligated to file (or supplement or amend) the Registration Statement during an appropriate “open trading window” as determined by Buyer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. As a condition to its obligations under this Section, Buyer may require each Holder of Registrable Securities (as hereinafter defined) as to which any registration is being effected to (i) complete a stockholder questionnaire in the form attached hereto as Schedule 8.4.2 and to furnish Buyer with such information regarding such Person that is necessary to satisfy the disclosure requirements relating to the Registrable Securities, registration and the distribution of such securities under the Securities Act and the rules and regulations promulgated thereunder as Buyer may from time to time reasonably request in writing and (ii) promptly notify Buyer in writing of any changes in the extent required to permit information set forth in the disposition by a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; provided, however, that before filing such applicable Registration Statement or Prospectus after it is prepared regarding the Holder of Registrable Securities. None of the information supplied (or to be supplied) by or on behalf of any of the Holders of Registrable Securities for inclusion or incorporation by reference in the applicable Registration Statement or Prospectus will, at the time the Registration Statement is declared effective under the Securities Act (or with respect to any post-effective amendments or supplements thereto, at the Purchaser shall furnish to counsel selected by time such post-effective amendments or supplements become effective under the Holders copies of all documents proposed to be filedSecurities Act), which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while contain any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of a material fact and does not or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein (in the case of a prospectusmade therein, in light of the circumstances under which they were are made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with . For the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements purposes of this Section 9.1(e)Section, be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such a “Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect ” refers solely to a holder of Registrable Securities as of or following the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the HoldersClosing Date.
Appears in 1 contract
Resale Registration Statement. 2.1 Obligations of the Company. The Company shall (subject to Section 2.3) use commercially reasonable efforts to:
(a) The Purchaser shall prepare and file cause to be filed with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after as soon as practicable, but in no event later than April 30, 2008 (the Closing Date“Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”) on an appropriate form relating to ), which Resale Registration Statement shall provide for resales and Transfers of all Registrable Securities by the Registrable Securities, to the extent required to permit the disposition Holders as permitted by a Holder of the Registrable Securities.such Rule 415;
(b) The Purchaser shall cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time (and in any event before any registration under Section 2.2 of the Existing Agreement becomes effective), but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; (ii) if the SEC fails to notify the Company that it intends to review the Resale Registration Statement within the time period permitted by SEC rule for the SEC to provide such notice, ten (10) days after the expiration of the time period permitted by SEC rule for the SEC to review such Resale Registration Statement; or (iii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred twenty (120) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”);
(c) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and
(d) cause the Resale Registration Statement to remain effective until no Continuously Effective, supplemented and amended as required by the provisions of Section 2.4 to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities remain outstanding; providedby the Holders, however, and to ensure that before filing such Registration Statement or any amendments or supplements theretoit conforms with the requirements of this Agreement, the Purchaser shall furnish to counsel selected by Securities Act and the Holders copies of all documents proposed to be filedpolicies, which documents shall be subject to the review of such counsel, rules and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date regulations of the SEC as announced from time to time, for a period beginning on the Resale Registration Statement Effective Deadline and while any Registrable Securities remain outstanding, continuing through the Purchaser shall:
earliest to occur of (i) notify the Holders date none of the happening shares of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light Common Stock issuable upon exercise of the circumstances under which they were madeWarrants qualify as Registrable Securities, (ii) not misleading the sixth (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d6th) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light anniversary of the circumstances under date hereof, (iii) the date on which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each sold in a single transaction by the Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith public pursuant to Rule 144 or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations similar rule promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice SEC pursuant to the Holders:
(i) when such Resale Registration StatementSecurities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) the date upon which CHRP has Transferred all of the receipt by Registrable Securities or (v) upon the Purchaser or its legal counsel termination of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposethis Agreement.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Resale Registration Statement. As soon as reasonably practicable following the issuance of the Shares, but in any event within sixty (a60) The Purchaser days following the issuance of the Shares (the “Filing Deadline”), the Company shall prepare and file with the SEC promptly after Closing Securities and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, Exchange Commission a registration statement on Form S-1 or Form S-3 pursuant to Rule 415 (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect of 1933, as amended, pursuant to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until which all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may (as defined below) shall be reasonably necessary or advisable registered to enable each Holder to consummate the disposition in such jurisdictions public resale on a delayed or continuous basis of the securities owned Registrable Securities by the Purchaser. For purposes of this Agreement, “Registrable Securities” means the Shares held by the Purchaser including, without limitation, any shares of Common Stock issued or distributed in respect of any such Holder (Shares by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise, but excluding shares of Common Stock acquired in the open market before or after the date hereof, provided, however, that the Seller Shares will cease to be “Registrable Securities” when (a) the Shares have been sold pursuant to an effective registration statement or (b) the Shares proposed to be sold by Purchaser, in the opinion of counsel satisfactory to the Company, may be distributed to the public without any limitation pursuant to Rule 144 of the Securities Act (or any successor provision then in effect). “Reporting Period” means the period commencing on the Closing Date and ending on the date that all the Shares cease to be Registrable Securities. The Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as reasonably practicable after filing; provided, however the Company shall not be required in connection therewith to include or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but incorporate by reference into its Annual Report on Form 10-K for the requirements fiscal year ended December 31, 2022 the information required by Part III of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate Form 10-K until the disposition in such jurisdiction date that is 120 days after the end of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable lawsCompany’s fiscal year ended December 31, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) 2022. The Purchaser Company shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending maintain the effectiveness of such Resale Registration Statement (or the initiation of any proceedings for that purpose; and
(ivreplacement Resale Registration Statement) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of Registrable Securities in accordance with the qualification of its common stock terms hereof for sale in any jurisdiction or a period ending on the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of date on which all Registrable Securities covered by such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish have been sold pursuant to each Holder, without charge, at least one copy of such Resale Registration Statement and or have otherwise ceased to be Registrable Securities. Subject to any post-effective amendment theretocomments from the staff of the SEC (the “Staff”), including financial statements and schedulessuch Resale Registration Statement shall include the plan of distribution attached hereto as Exhibit B; provided, andhowever, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The that no Purchaser shall use its best efforts to procure be named as an “underwriter” in the cooperation Resale Registration Statement without the Purchaser’s prior written consent. Such Resale Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Common Stock Issuance Agreement (Summit Therapeutics Inc.)
Resale Registration Statement. (ai) The Purchaser In the event that Alkami Parent is eligible to register its stock under the Securities Act pursuant to a registration statement on Form S-3, Alkami Parent shall prepare and file with the SEC promptly after Closing and use its commercially reasonable efforts to cause to be declared effective within 90 days after the Closing Date, effect a registration statement (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.
Earn-Out Shares within forty-five (b45) The Purchaser shall cause days of the Resale Registration Statement to remain effective until no Registrable Securities remain outstandingissuance of any Earn-Out Shares; provided, however, that before filing Alkami Parent shall not be obligated to effect such Registration Statement registration: (A) if such registration would conflict with, result in the breach of, or constitute a default under, any contract or agreement to which Alkami Parent or any amendments of its Affiliates are a party or supplements theretoare otherwise bound; (B) if Seller and the Seller Principals, together with the Purchaser holders of any other securities of Alkami Parent entitled to inclusion in such Form S-3, propose to sell securities pursuant to such Form S-3 at an aggregate price to the public (net of underwriting discounts and commissions) of less than $5,000,000; (C) if Alkami Parent shall furnish to counsel selected Seller and the Seller Principals a certificate signed by the Holders copies President of all documents proposed Alkami Parent stating that in the good faith judgment of the President of Alkami Parent, it would be detrimental to Alkami Parent and its stockholders for such Form S-3 registration to be filedeffected at such time, in which documents event Alkami Parent shall be subject have the right to defer the review filing of the Form S-3 registration statement for a period of not more than ninety (90) days from the date of such counsel, and shall certificate; or (D) in good faith consider incorporating any particular jurisdiction in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not Alkami Parent would be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file execute a general consent to service of process in any jurisdiction where it would not, but for effecting such registration to the requirements of this Section 9.1(e), extent Alkami Parent is not otherwise required to be obligated to do so) and do qualified or execute such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; andconsent.
(ii) cause all such Registrable Securities In the event that, at the time the Earn-Out Shares are issued, Alkami Parent has in effect a registration statement on Form S-3, and the Earn-Out Shares would be eligible to be listed and remain quoted on each securities exchange sold pursuant to such registration statement, Alkami Parent shall use its commercially reasonable efforts to include the Earn-Out Shares in such registration statement; provided, however, that Alkami Parent shall not be obligated to include the Earn-Out Shares in such registration statement: (A) if such registration would conflict with, result in the breach of, or quotation system on constitute a default under, any contract or agreement to which the Purchaser’s common stock is listed Alkami Parent or traded.
any of its Affiliates are a party or are otherwise bound; or (fB) The Purchaser shall promptly give written notice in any particular jurisdiction in which Alkami Parent would be required to qualify to do business or to execute a general consent to service of process in effecting such registration to the Holders:
(i) when extent Alkami Parent is not otherwise required to be qualified or execute such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;consent.
(iii) It shall be a condition precedent to the obligations of Alkami Parent to take any action pursuant to Sections 2.8(k)(i) or (k)(ii) that Seller and the issuance Seller Principals shall furnish to Alkami Parent such information regarding itself, the Earn-Out Shares held by it, and the SEC intended method of any stop order suspending the effectiveness disposition of such Resale Registration Statement or securities as shall be required to effect the initiation registration of such Earn-Out Shares. Each of Seller and the Seller Principals represent and warrant, jointly and severally, that any proceedings for that purpose; andinformation furnished to Alkami Parent in connection with such registration shall be true, correct and complete.
(iv) Each of Seller and the Seller Principals acknowledge and agree that Alkami Parent is not guaranteeing that any of the receipt by Earn-Out Shares will be eligible to be sold pursuant to a Form S-3 registration statement, that the Purchaser sale of such shares will result in any particular price and that the inclusion of such shares in any registration statement may be subject to “cutbacks” and other reductions, whether as a result of changes in applicable law, contractual arrangements of Alkami Parent currently existing or its legal counsel of any notification with respect entered into subsequent to the suspension date of the qualification of its common stock for sale in any jurisdiction this Agreement or the initiation or threatening of any proceeding for such purposeotherwise.
(gv) The Purchaser obligations of Alkami Parent contained in this Section 2.8(k)(i) and (j)(ii) shall use its best efforts terminate on such date after the issuance of the Earn-Out Shares at which Alkami Parent is subject to obtain the withdrawal reporting requirements of the Exchange Act and all Earn-Out Shares held by Seller and the Seller Principals may be sold without volume or manner of sale limitations under Rule 144 (promulgated under the Securities Act) during any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;three-month period.
(hvi) The Purchaser shall furnish Notwithstanding anything in this Section 2.8(k) to each Holderthe contrary, without charge, at least one copy the rights of such Resale Registration Statement Seller and any post-effective amendment thereto, including financial statements and schedules, and, if Seller Principals pursuant to this Section 2.8(k) are expressly subordinated to the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation rights of the Purchaser’s transfer agent parties to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of September 24, 2020 (the “Existing ▇▇▇”), by and among Alkami Parent and the other parties signatory thereto. To the extent that any of the rights granted by or obligations of Alkami Parent hereunder could cause a breach or violation of the Existing ▇▇▇, then this Agreement shall be automatically reformed, with prior effect, and such right or obligation shall be substituted with rights or obligations that attempt to provide Seller and the Seller Principals with the material benefits of this Section 2.8(k), but that do not result in settling any offering a breach or sale violation of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the HoldersExisting ▇▇▇.
Appears in 1 contract
Resale Registration Statement. During the Resale Period (a) The Purchaser as defined in the Convertible Note), the Buyer shall prepare and file with the SEC promptly after Closing and use reasonable efforts such amendments, modifications and/or supplements to cause to be declared effective within 90 days after the Closing Date, a registration statement (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement (as defined in the Convertible Note) and the prospectus contained therein as may be necessary to remain effective until no Registrable comply with the provisions of the Securities remain outstanding; Act of 1933, as amended, with respect to the disposition of all securities covered by such registration statement, provided, however, that before filing such Registration Statement or any amendments or supplements theretothe Buyer may postpone, for up to 120 days, the Purchaser filing of such amendment, modification and/or supplement otherwise required to be prepared and filed if, at such time the Buyer’s board of directors determines in good faith that such amendment, modification or supplement would require disclosure of material information that would have a material adverse effect on the Buyer and promptly gives the holders of Convertible Notes notice of that determination (it being understood, however, that, in any such event, Buyer shall use commercially reasonable efforts to minimize the period of time during which Buyer must refrain from making such amendment, modification or supplement); provided, further, however, that any such postponement shall be for a period of not more than 120 days and shall occur no more than once in any twelve month period. During the Resale Period, the Buyer shall furnish to counsel selected by the Holders holders of Convertible Notes such reasonable number of copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement Statement, preliminary prospectus, final prospectus and while any Registrable Securities remain outstandingsuch other documents as such holders may reasonably request in order to facilitate the sale of the Conversion Shares (as defined in the Convertible Notes). During the Resale Period, the Purchaser shall:
(i) Buyer shall notify the Holders holders of the Convertible Notes of the happening of any event that requires as a result of which the Purchaser to make changes prospectus included in the Resale Registration Statement or any prospectus contained therein Statement, as then in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no effect, includes an untrue statement of material fact and does not omit or omits to state a material fact required to be stated therein or necessary to make the statements therein (not misleading in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewiththen existing, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller Buyer shall not be required in connection therewith have no obligation to describe or as a condition thereto provide any information regarding such event to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction holders of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or tradedConvertible Notes.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (First Advantage Corp)
Resale Registration Statement. Akorn shall (asubject to Section 9(b)) The Purchaser shall prepare and file with the SEC promptly after Closing and use commercially reasonable efforts to to:
(i) cause to be declared effective within 90 filed with the U.S. Securities and Exchange Commission (the “SEC”) upon request of the Lender as soon as practicable, but in no event later than seventy-five days (75) days after the Closing DateModification Effective Date (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 9(g)) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 9(g)) on an appropriate form relating of all Registrable Securities (defined in Section 9(g)) by the Holders (defined in Section 9(g)) as permitted by such Rule 415;
(ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies Akorn that it does not intend to review the Resale Registration Statement, ten (10) days after Akorn receives such notice from the SEC; or (ii) if the SEC notifies Akorn that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”);
(iii) in connection with the foregoing, file all pre-effective amendments to the Registrable SecuritiesResale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the extent required Resale Registration Statement pursuant to permit Rule 430A under the disposition by a Holder of the Registrable Securities.Securities Act; and
(biv) The Purchaser shall cause the Resale Registration Statement to remain effective until no Registrable Securities remain outstanding; providedContinuously Effective (defined in Section 9(g)), however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected supplemented and amended as required by the Holders copies provisions of all documents proposed to be filed, which documents shall be subject Section 9(c) to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingHolders, and to comply ensure that it conforms with the provisions requirements of this Agreement, the Securities Act with respect and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the sale or other disposition Resale Effective Deadline and continuing through the earliest to occur of all securities covered by such Registration Statement until such time (A) the date no shares of Common Stock qualify as there shall be no Registrable Securities;
, (eB) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until date on which all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each sold in a single transaction by the Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith public pursuant to Rule 144 or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations similar rule promulgated by the SEC; and
SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (iiC) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on the date upon which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto Lender has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) Transferred all of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Modification, Warrant and Investor Rights Agreement (Akorn Inc)
Resale Registration Statement. Purchaser agrees that it will file a prospectus supplement to Purchaser’s registration statement on Form S-3ASR filed on March 1, 2021 (aFile No. 333-253749) The Purchaser shall prepare (or another registration statement on Form S-3, or such other form under the Securities Act then available to Purchaser), providing for the resale pursuant to Rule 415 from time to time, and file with on a continuing basis, by each holder thereof (each a “Holder”), of the SEC promptly after Closing Registrable Securities (such registration statement, including the prospectus, any pre-effective or post-effective amendments and use reasonable efforts to cause supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be declared effective within 90 days after the Closing Dateincorporated by reference, if any, therein being hereinafter referred to as a registration statement (the “Resale Registration Statement”) on an appropriate form relating to ” and such prospectus supplement, including the Registrable Securities, to the extent required to permit the disposition by base prospectus included in a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement Statement, a “Resale Prospectus Supplement”). Purchaser agrees to remain effective until no Registrable Securities remain outstandingfile a Resale Prospectus Supplement in respect of any Milestone Shares within [*] after the issuance thereof; provided, however, that before filing such Registration Statement Purchaser will be permitted to postpone or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
suspend (c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give upon written notice to the Holders:
(i) when the filing or use of a Resale Prospectus Supplement or a Resale Registration Statement if the disclosure requirements of the Securities Act in connection with such Resale Registration StatementStatement would require Purchaser to include material non-public information (including information to supplement, the prospectus update or any amendment correct existing disclosures) that has not theretofore been included or supplement thereto has been filed with the SEC and when incorporated by reference in such Resale Registration Statement or any postotherwise in the public domain and Purchaser’s Board of Directors has determined in its reasonable judgment that Purchaser has a bona fide business reason not to disclose such material non-effective amendment thereto has become effective;
(ii) public information; provided, that the aggregate number of any request by days Purchaser shall be permitted to so postpone or suspend the SEC for amendments use of each such Resale Prospectus Supplement or supplements to effectiveness of each such Resale Registration Statement shall not exceed [*] or the prospectus included therein or for additional information;
(iii) an aggregate of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale [*] days in any jurisdiction or the initiation or threatening period of any proceeding for such purpose[*].
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Resale Registration Statement. (ai) The Purchaser Company shall prepare and file with the SEC promptly after Closing and use commercially reasonable efforts to file within thirty (30) days of the consummation of the Transaction (the “Resale Shelf Filing Date”) and to cause to be declared effective within 90 days after the Closing Dateas soon as practicable thereafter, a registration statement on Form S-1 (the “Resale Registration StatementShelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) on an appropriate form relating business days prior to such filing); provided, that the Parties acknowledge and agree that the sale of any Registrable Securities registered under such Resale Shelf may be subject to restrictions imposed by lock-up or holdback restrictions, including those pursuant to the Lock-Up Agreements, and/or applicable securities laws. Such Resale Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any of the Investors named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Resale Shelf under this Section 1(g) covering Registrable Securities of any Investor, such Investor may not request a Demand Registration that is not for an underwritten offering. In any event, the Resale Shelf shall be declared effective no later than sixty (60) calendar days after the Filing Date (the “Resale Shelf Effectiveness Deadline”); provided, that the Resale Shelf Effectiveness Deadline shall be extended to ninety (90) calendar days after the Resale Shelf Filing Date if the Resale Shelf is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have the Resale Shelf declared effective within ten (10) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Resale Shelf will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Resale Shelf Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Resale Shelf Effectiveness Deadline shall be extended to the next business day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Resale Shelf Effectiveness Deadline shall be extended by the same number of business days that the Commission remains closed for.
(ii) The Company agrees to use commercially reasonable efforts to cause such Resale Shelf, or another shelf registration statement that includes all Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement to remain effective until no the earlier of (i) the sixth anniversary of the consummation of the Transaction and, (ii) the date on which Investors cease to hold any Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser Securities. The Company shall furnish use its commercially reasonable efforts to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in provide a timely manner may suggest.
(c) On and from the filing date draft of the Resale Registration Statement and while any Shelf to the Investors holding Registrable Securities remain outstandingfor review (but not comment, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act than with respect to the sale or other disposition Investor’s name and number of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities to be included in the Resale Shelf) at least three (3) Business Days in advance of filing the Resale Shelf; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or blue sky laws postpone the filing of such jurisdictions within Resale Shelf as a result of or in connection with any Investor’s review. Notwithstanding the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably requestforegoing, to keep such registration if the Commission prevents the Company from including any or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and proposed to take any other action which may be reasonably necessary or advisable registered under the Resale Shelf due to enable each Holder to consummate limitations on the disposition in such jurisdictions use of Rule 415 of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but Securities Act for the requirements resale of this Section 9.1(e)Registrable Securities by the applicable Investors or otherwise, be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable lawsShelf shall register for resale the maximum number of Registrable Securities as is permitted. In such event, rules and regulations promulgated by the SEC; and
(ii) cause all such number of Registrable Securities to be listed registered for each selling Investor named in the Resale Shelf shall be reduced pro rata among all such selling Investors, and remain quoted on each securities exchange or quotation system on which as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration StatementSecurities Act, the prospectus Company shall amend the Resale Shelf or any file a new Resale Shelf to register such Registrable Securities not included in the initial Resale Shelf and use its commercially reasonable efforts to cause such amendment or supplement thereto has been filed with Resale Shelf to become effective as promptly as practicable. Registration Expenses of the SEC and when such holders of Registrable Securities in the Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request Shelf shall be paid by the SEC for amendments Company, whether or supplements to not any such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposeoffering is completed.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Screaming Eagle Acquisition Corp.)
Resale Registration Statement. (a) The Purchaser shall prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 Promptly but not later than ----------------------------- fifteen (15) days after the Closing DateEffective Time, SystemSoft shall file a registration statement (the “"Resale Registration Statement”") on an appropriate form relating Form S-3 registering the ----------------------------- Registrable Shares under the Securities Act and shall use all reasonable efforts to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities.
(b) The Purchaser shall cause the Resale Registration Statement to become effective as expeditiously as possible and to remain effective until the second anniversary of the Effective Time. Notwithstanding the foregoing, during any SystemSoft Black Out Period, and, if at any time or from time to time after the date of effectiveness of the Resale Registration Statement, SystemSoft notifies the Major Stockholders in writing of the existence of a Potential Material Event, the Major Stockholders and any transferee of a Major Stockholder, shall not offer or sell any Registrable Shares, or engage in any other transaction involving or relating to the Registrable Shares, until the Black-out Period has expired or from the time of the giving of notice with respect to a Potential Material Event until such Major Stockholder or any transferee of a Major Stockholder receives written notice from SystemSoft that such Potential Material Event either has been disclosed to the public or no Registrable Securities remain outstandinglonger constitutes a Potential Material Event; provided, however, that before filing SystemSoft may not so suspend the right to such Registration Statement or holders ------------------ of Registrable Shares for more than 90 days in the aggregate during any amendments or supplements thereto, 12-month period during the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of period the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact is required to be stated therein or necessary in effect.
(b) During the period that any registration of Registrable Shares pursuant to make this Section 2.1 is effective, no Major Stockholder shall Transfer more than 50% of the statements therein (shares of Common Stock received by such Major Stockholder in the case Merger during any fiscal quarter without the prior written consent of a prospectus, SystemSoft (which consent may be withheld in light SystemSoft's reasonable discretion). Any Major Stockholder may request that SystemSoft permit such Major Stockholder to sell Registrable Shares in excess of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (limits set forth in the case immediately preceding sentence, and SystemSoft may withhold such permission in its reasonable discretion. If SystemSoft consents to a Major Stockholder selling shares of a prospectus, Common Stock in light excess of the circumstances under which they were made) not misleadinglimits set forth in the immediately preceding sentence, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller SystemSoft shall not be required in connection therewith or as a condition thereto obligated to qualify provide consent to do business as a foreign corporation, subject itself to taxation in any other Major Stockholder or to file a general notify any other Major Stockholder that such consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposegranted.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.
Appears in 1 contract
Resale Registration Statement. (a) The Purchaser Company shall prepare and file with the SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, Commission a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) (the “Resale Registration Statement”) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder resale of the Registrable Securities.
Securities by the holders of the Securities under the Securities Act on or before the 60th calendar day following the date hereof (b) the “Filing Date”). The Purchaser Company shall use commercially reasonable efforts to cause the Resale Registration Statement to remain become effective within 75 calendar days following the date hereof (or, in the event of a “full review” by the Commission, the 90th calendar day following the date hereof hereof) (the “Effectiveness Date”) and to keep the Resale Registration Statement effective at all times for a one year period after the Closing Date provided that the Company shall have the right to suspend the Resale Registration Statement for a period of fifteen (15) days during such one year period without being in breach of the terms of this Section 4.17 . In the event that the Resale Registration Statement is not (i) filed by the Filing Date or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the holders of Securities may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date for a maximum of six months (each such date being referred to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale Registration Statement shall not have been filed or declared effective by the applicable Event Date) until no the Resale Registration Statement is filed or declared effective, the Company shall pay to each holder of Securities an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to the Purchase Agreement for each Security not registered, which amount shall be capped at 6%. Notwithstanding the registration obligations set forth above, if the Commission informs the Company that any of the Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform the Purchaser thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities remain outstandingpermitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering,; provided, however, that before prior to filing such Registration Statement or any amendments or supplements theretoamendment, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents Company shall be subject obligated to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel use diligent efforts to the Holders reasonably and in a timely manner may suggest.
(c) On and from the filing date of the Resale Registration Statement and while any Registrable Securities remain outstanding, the Purchaser shall:
(i) notify the Holders of the happening of any event that requires the Purchaser to make changes in the Resale Registration Statement or any prospectus contained therein in order to ensure that the Resale Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made);
(d) promptly prepare and file advocate with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under Commission for the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement registration of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities;
(e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;
(i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; and
(ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the Purchaser’s common stock is listed or traded.
(f) The Purchaser shall promptly give written notice to the Holders:
(i) when such Resale Registration Statement, the prospectus or any amendment or supplement thereto has been filed accordance with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to such Resale Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and
(iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time;
(h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment theretoguidance, including financial statements without limitation, Compliance and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); andDisclosure Interpretation 612.09.
(i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.ARTICLE V. MISCELLANEOUS
Appears in 1 contract