Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. (iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 6 contracts
Sources: Registration Rights Agreement (Box Inc), Investment Agreement (Box Inc), Registration Rights Agreement (KAR Auction Services, Inc.)
Shelf Registration Statement. Subject to Section 3.3, the Company shall:
(i) No later than on or prior to the expiration of 60th day after the Lock-Up PeriodClosing (the “Initial Filing Date”), the Company shall prepare and file with the SEC a shelf “shelf” Registration Statement (on Form S-3 to covering the extent permissible) resale of 100% of the Registrable Securities (a “Shelf Registration StatementRegistration”) covering on such Initial Filing Date for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions), which Shelf Registration shall be on Form S-3 (except if the Company is not then eligible to register for resale of all the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on Form S-1 or another reasonably appropriate form) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A;
(ii) use reasonable best efforts to cause such registration statement the Shelf Registration to become effective as soon as practicable after such filing, but in no event later than the expiration of 120th day after the Lock-Up Period. Upon filing Closing (the “Initial Effective Date”); provided, however, that in the event the Company is notified by the SEC that the Shelf Registration Statementwill not be reviewed or is no longer subject to further review and comments, the Initial Effective Date shall be the fifth Business Day following the date on which the Company shall is so notified if such date precedes the date otherwise required above;
(iii) use its reasonable best efforts to keep maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities;
(iv) furnish, upon request, to the holders of the Registrable Securities to which the Shelf Registration relates copies of any supplement or amendment to such Shelf Registration Statement effective prior to such supplement or amendment being used and/or filed with the SEC at SEC; and
(v) pay all times and to re-file such Registration Expenses in connection with the Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-downRegistration, whether or not underwrittenit becomes effective, by amending and whether all, some or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 none of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered which it relates are sold pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementit.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 4 contracts
Sources: Investor Rights Agreement (Conseco Inc), Investor Rights Agreement (Paulson & Co Inc), Investor Rights Agreement (Conseco Inc)
Shelf Registration Statement. (ia) No later than As promptly as practicable following the expiration of the Lock-Up PeriodShelf Eligibility Date, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 to the extent permissible) or Form S-1 or a successor form (a “Shelf Registration Statement”) covering relating to the resale offer and sale on a delayed or continuous basis in accordance with Rule 415 under the Securities Act of all Registrable Securities, Shares by the Holders from time to time and shall use its reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, Statement to be declared effective by the SEC as promptly as reasonably practicable.
(b) The Company shall use its reasonable best efforts to keep such a Shelf Registration Statement continuously effective with under the SEC at all times and Securities Act in order to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing permit the Prospectus related forming a part thereof to such Shelf Registration Statement be usable by Holders until the date as may be reasonably requested by the Holders or as otherwise required, until such time as of which all Registrable Securities that could be sold in Shares covered by such Shelf Registration Statement have been sold thereunder or are no longer outstanding.
otherwise cease to be Registrable Shares (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementsuch period of effectiveness, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration StatementPeriod”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities). The Company shall pay the registration fee for all Registrable Securities not be deemed to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use have used its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to keep a Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that is not automatically effective or file would result in Holders covered by a new Shelf Registration StatementStatement not being able to offer and sell any Registrable Shares pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Registration Suspension (as defined below) or (y) required by applicable law.
(iiic) To Except as otherwise provided in this Agreement and subject to any applicable transfer restrictions in the extent that Operating Agreement, the Blocker Merger Agreements and applicable law, each Holder shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell its Registrable Shares then registered pursuant to such Shelf Registration Statement (each, a “Shelf Resale”). Except as otherwise provided in Section 2.2 below, a Holder initiating a Shelf Resale shall not be required to permit the offer and sale of Registrable Shares by any other Holders in connection with any such Shelf Resale.
(d) The Company shall from time to time solicit from each Non-Private Equity Holder written instructions to include in any Demand Offering or Non-Private Equity Offering after the Shelf Eligibility Date a specified number of Registrable Shares so long as the price to the public per share of Class A Common Stock in such Demand Offering or Non-Private Equity Offering equals or exceeds one or more minimum prices specified by the Company becomes ineligible (the “Standing Instructions”). Each Non-Private Equity Holder who provided Standing Instructions may revoke or modify them by further written notice to use Form S-3the Company, the Company which revocation or modification shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty become effective seven (307) calendar days after the date receipt of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablefurther notice.
Appears in 4 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Focus Financial Partners Inc.), Operating Agreement (Focus Financial Partners Inc.)
Shelf Registration Statement. (ia) No As soon as practicable but no later than thirty (30) calendar days after the expiration of date hereof (the Lock-Up Period“Filing Date”), the Company shall prepare and file with (or confidentially submit to) the SEC Commission a shelf Registration Statement registration statement under Rule 415 of the Securities Act (on Form S-3 to the extent permissible) (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities, Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause have such registration statement to become Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the expiration earlier of (x) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date 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 Effectiveness Date shall be extended by the same amount of Business Days that the Commission remains closed for operations. Such Shelf Registration Statement shall provide for the resale of the LockRegistrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-Up Periodeffective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Upon If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Additional Effectiveness Date”); provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional 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 Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 2.
(b) Subject to Section 2.3 and Section 2.4, (i) the Sponsor or (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities (other than those described in clause (c) to the definition of “Registrable Securities”) held by the MoneyLion Holders (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to keep effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement effective with Statement, file any prospectus supplement or, if the SEC at all times and to re-file such applicable Shelf Registration Statement upon its expirationis an automatic shelf registration statement, any post-effective amendments and subject otherwise take any action necessary to Sections 3(f) include therein all disclosure and (g), language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to effect such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this Agreementsubsection 2.1.1(b) with respect to any or all Registrable Securities in any twelve (12) month period; provided, the Company however, that a Shelf Underwriting shall file an automatic shelf registration statement (as defined in Rule 405 not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities Actrequested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) on Form S-3 (an “Automatic off of a Shelf Registration Statement”) in accordance with , then notwithstanding the requirements foregoing time periods, such Demanding Holder only needs to notify the Company of the Securities Act Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the rules and regulations Holders of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all record of other Registrable Securities shall not be entitled to be registered pursuant to an Automatic Shelf Registration Statement at the time notice of filing of the Automatic Shelf Registration Statement such Underwritten Block Trade and shall not elect be entitled to pay any portion participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration fee on a deferred basis. If at any time following statement, prospectus and other offering documentation related to the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementUnderwritten Block Trade.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 3 contracts
Sources: Registration Rights Agreement (Moneylion Inc.), Registration Rights Agreement (Fusion Acquisition Corp.), Merger Agreement (Fusion Acquisition Corp.)
Shelf Registration Statement. At any time and from time to time, each Holder (ieach, the “Demanding Holder”) No later than shall have the expiration right to make a request in writing for the Company to prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of the Lock-Up PeriodSecurities Act (such registration statement, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof. Such Shelf Registration Statement 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 Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form F-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form F-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form F-1 into a Shelf Registration Statement on Form F-3.
(a) Following the declaration by the Commission of the effectiveness of a Shelf Registration Statement as described above, and subject to subsection 2.3 and subsection 2.4, the Demanding Holder may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, and shall use reasonable best efforts with a total offering price reasonably expected to cause such registration statement exceed, in the aggregate, the Minimum Demand Threshold, through an Underwritten Offering pursuant to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holder shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holder desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than ten (10) Business Days after receipt of a Shelf Underwriting Request, the Company shall use its reasonable best efforts give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to keep the Holders of record of other Registrable Securities registered on such Shelf Registration Statement effective with (“Shelf Registrable Securities”). The Company, subject to subsection 2.1.3, shall include in such Shelf Underwriting (x) the SEC Registrable Securities of the Demanding Holder and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) days after the receipt of the Shelf Underwriting Notice. The Company shall promptly, but subject to subsection 2.3, use its commercially reasonable efforts to effect such Shelf Underwriting. The Company shall, at all times and to re-file the request of the Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement upon its expirationStatement, and subject to Sections 3(f) and (g)file any prospectus supplement or, to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing if the Prospectus related to such applicable Shelf Registration Statement as may be reasonably requested is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Holders Demanding Holder or as otherwise required, until such time as all any other Holder of Shelf Registrable Securities that could be sold in to effect such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of no more than five (5) Shelf Underwritings pursuant to this Agreementsubsection 2.1.1
(a) with respect to any or all Registrable Securities; provided, the Company however, that a Shelf Underwriting shall file an automatic shelf registration statement (as defined in Rule 405 not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities Actrequested by the Demanding Holder to be registered on behalf of the Demanding Holder in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holder shall be entitled to request shall be reduced by each Demand Registration effected for the Demanding Holder pursuant to subsection 2.1.2. Notwithstanding the foregoing, if the Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) on Form S-3 (an “Automatic off of a Shelf Registration Statement”) in accordance with , then notwithstanding the requirements foregoing time periods, the Demanding Holder only needs to notify the Company of the Securities Act Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the rules and regulations Holders of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all record of other Registrable Securities shall not be entitled to be registered pursuant to an Automatic Shelf Registration Statement at the time notice of filing of the Automatic Shelf Registration Statement such Underwritten Block Trade and shall not elect be entitled to pay any portion participate in such Underwritten Block Trade; provided, however, that the Demanding Holder shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration fee on a deferred basis. If at any time following statement, prospectus and other offering documentation related to the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementUnderwritten Block Trade.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 3 contracts
Sources: Investor Rights Agreement (Prosperity Oak Holdings LTD), Investor Rights Agreement (Apex Cyber Capital LTD), Sales and Purchase Agreement (NIP Group Inc.)
Shelf Registration Statement. If a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:
(ia) No later than the expiration of the Lock-Up Period, the The Company shall will use its reasonable best efforts to: (A) file with the SEC a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "SHELF REGISTRATION STATEMENT"), within 90 days of the earliest to occur of clauses (i) through (iv) in Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on Form S-3 or prior to the extent permissible) (150th day after such obligation arises; PROVIDED, HOWEVER, that if the Company files a “Shelf Registration Statement”) covering Statement pursuant to this Section 3(a), it need not abandon the resale of all Registrable Securitiesattempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Securities pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use reasonable its best efforts to cause file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such registration statement Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to become effective no later the Exchange Offer Registration Statement. The Company shall not permit any securities other than the expiration of the Lock-Up Period. Upon filing Transfer Restricted Securities to be included in the Shelf Registration Statement, the . The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended to ensure that it is available for resales of Securities by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement effective conforms and continues to conform with the SEC at all times requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC, as announced from time to re-file such Shelf Registration Statement upon its expirationtime, and until the second anniversary of the Issue Date, subject to Sections 3(f) and extension pursuant to the last paragraph of Section 5 hereof (gthe "EFFECTIVENESS PERIOD"), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested shorter period ending when all Transfer Restricted Securities covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or are no longer outstandingwhen the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the Securities Act without volume restrictions, if any.
(iib) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities ceases to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay effective for any portion of the registration fee on a deferred basis. If reason at any time following during the filing Effectiveness Period (other than because of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status sale of all of the Company determines that it is not a WKSIsecurities registered thereunder), the Company shall use its reasonable best efforts to post-effectively obtain the prompt withdrawal of any order suspending the effectiveness thereof.
(c) The Company shall promptly supplement and amend the Automatic Shelf Registration Statement if required by the rules, regulations or instructions applicable to a Shelf Registration Statement that is not automatically effective or file a new the registration form used for such Shelf Registration Statement.
(iii) To , if required by the extent that Securities Act, or if reasonably requested by the Company becomes ineligible to use Form S-3, Holders of a majority in aggregate principal amount of the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Transfer Restricted Securities for resale not later than thirty (30) calendar days after the date covered by such Registration Statement or by any underwriter of such ineligibility and use its Transfer Restricted Securities based on a reasonable best efforts to have belief that such registration statement declared effective as promptly as practicablesupplement or amendment is required by law.
Appears in 3 contracts
Sources: Registration Rights Agreement (Preem Holdings Ab Publ), Registration Rights Agreement (Preem Holdings Ab Publ), Purchase Agreement (Preem Holdings Ab Publ)
Shelf Registration Statement. As soon as practicable after the Closing Date, but in no event more than one hundred eighty (i180) No later than days following the expiration of the Lock-Up PeriodClosing Date, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (the “Shelf Registration”) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (such Registration Statement, together with any post-effective amendment thereto and any new Registration Statement filed pursuant to this Section 3.1(a), are collectively referred to herein as the “Shelf Registration Statement”). The Shelf Registration Statement filed hereunder shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration statement shall be on another appropriate form in accordance herewith). Subject to become effective no later than the expiration terms of this Agreement, the Lock-Up Period. Upon filing Company shall use its reasonable best efforts to cause the Shelf Registration StatementStatement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, the Company and shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective with the SEC at all times and to re(including by filing any necessary post-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related effective amendments to such Shelf Registration Statement as may be reasonably requested by or a new Shelf Registration Statement) under the Holders or as otherwise required, Securities Act until such time as all Registrable Securities that could be sold in covered by such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated pursuant to file a such Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf or another Registration Statement”) in accordance with the requirements of Statement filed under the Securities Act and or otherwise cease to be Registrable Securities (such period of effectiveness, the rules and regulations of the SEC thereunder, that covers the Registrable Securities“Shelf Period”). The Company shall will pay all Registration Expenses in connection with the Shelf Registration, whether or not any registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically or Prospectus becomes effective or file a new Shelf Registration Statementfinal.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 3 contracts
Sources: Shareholder Agreement (Watsco Inc), Shareholder Agreement (Watsco Inc), Shareholder Agreement (Watsco Inc)
Shelf Registration Statement. (i) No later than At any time and from time to time when the expiration Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Lock-Up PeriodCorporation receives written notice of a request for a Shelf Registration, the Company Corporation shall file with the SEC Securities and Exchange Commission a shelf registration statement under the Securities Act for the Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period). Upon filing the Shelf Registration Statement, the Company The Corporation shall use its reasonable best efforts to keep cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective with for such time period as is specified in the SEC at all times and to re-file request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement upon its expirationStatement, and subject to Sections 3(f(B) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as date on which all Registrable Securities that could be sold in covered by such Shelf Registration Statement have been sold or pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a any Registrable Securities covered by such Shelf Registration Statement pursuant to this Agreementin existence. Without limiting the generality of the foregoing, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company Corporation shall use its reasonable best efforts to post-effectively amend prepare a Shelf Registration Statement with respect to all of the Automatic Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not automatically effective or file require a new supplement to the Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 3 contracts
Sources: Registration Rights Agreement (Bioventus Inc.), Registration Rights Agreement (Bioventus Inc.), Registration Rights Agreement (Bioventus Inc.)
Shelf Registration Statement. (a) The Company shall use its reasonable best efforts to file, not later than (i) No later than 30 days after the expiration of date hereof (the Lock-Up Period“S-3 Shelf Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement (on Form S-3 covering the resale of all of the Registrable Securities held by the Common Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the extent permissible) S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, ); provided that the Company shall use its reasonable best efforts to remain qualified to file the Form S-3 Shelf. As of the date hereof, the Company is qualified to file a Form S-3 Shelf.
(b) Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as is reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Common Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(fkeep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible.
(gc) The Company shall promptly notify the Common Investors by e-mail of the effectiveness of a Shelf Registration Statement promptly after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter), . The Company shall file a final prospectus with the SEC to cooperate in any shelf take-down, whether or not underwritten, the extent required by amending or supplementing Rule 424 under the Prospectus related to Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 provide for customary permitted means of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements disposition of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities, including agented transactions, sales directly into the market and purchases or sales by brokers. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Centerpoint Energy Inc), Common Stock Purchase Agreement (Centerpoint Energy Inc), Common Stock Purchase Agreement (Centerpoint Energy Inc)
Shelf Registration Statement. (i) No later than the expiration Within 45 calendar days of receipt of the Lock-Up Periodinitial written request from the Initiating Holder or 30 calendar days of receipt of a subsequent written request from the Initiating Holder, which subsequent request may be made by the Company Initiating Holder once in accordance with Section 5.5(a), Parent shall prepare, file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such have declared effective by the SEC a shelf registration statement statement, or to become terminate suspension of an effective no later than shelf registration statement, relating to the expiration offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Lock-Up PeriodRegistrable Securities then held by the Holder(s) (each, a “Registration Statement”). Upon If, at the time of filing the Shelf of a Registration Statement, the Company Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Holder(s) included in the Registration Statement a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Holder(s), addressed to the Holder(s), including, confirming that the Registration Statement is effective and that all of the Registrable Securities have been duly registered and, subject to the transfer restrictions contained in Section 4 of this Agreement, are freely transferable and that all of the Registrable Securities have been admitted for listing on the New York Stock Exchange.
Appears in 3 contracts
Sources: Shareholder Rights Agreement, Shareholder Rights Agreement (Centurylink, Inc), Shareholder Rights Agreement (Singapore Technologies Telemedia Pte LTD)
Shelf Registration Statement. (ia) No later than Subject to the expiration terms and conditions hereof, and further subject to the availability of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissibleCompany, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, one (1) or more registration statements on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement405 under the Securities Act or any successor rule), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements or any successor form thereto. If registering a number of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The , the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following The Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder.
(b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 2.3(a), the filing Company will deliver written notice thereof to all other holders of an Automatic Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement when in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company is required a written request to re-evaluate its WKSI status so participate within five (5) days after the Company determines that it is not notifies such holders of its receipt of a WKSIShelf Notice.
(c) Subject to Section 2.3(d), the Company shall use its commercially reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities.
(d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement (the “Participating Shareholders”), to require such Participating Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Participating Shareholders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an estimate of the anticipated delay. Upon notice by the Company to the Participating Shareholders of any such determination, each Participating Shareholder covenants that it shall, subject to Law, keep the fact of any such notice strictly confidential, and shall promptly halt any offer, sale, trading or other Transfer (but excluding for this purpose any pledge or grant of a security interest that is in effect at the time of delivery of such notice) of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company).
(e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
(f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder 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 and the prospectus included therein as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 2.3). In connection with any Shelf Offering that is not automatically effective an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or file other substantial marketing effort by the Company and the underwriters (a new “Marketed Underwritten Shelf Offering”):
(i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration StatementStatement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and
(ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its (their) opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 2.1(g). Except as otherwise expressly specified in this Section 2.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article II as would be applicable to a Demand Registration.
(iiig) To Notwithstanding any other provision of this Agreement, if the extent that requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering of the Registrable Securities under an automatic shelf registration statement for resale not later than thirty purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no other Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.
(30h) calendar days after Any time that a Shelf Offering involves a Marketed Underwritten Shelf Offering, the date Demand Shareholders participating in such Marketed Underwritten Shelf Offering shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such ineligibility Registrable Securities; provided, that such investment banker(s) and use its reasonable best efforts manager(s) shall be reasonably acceptable to have the Company (such registration statement declared effective as promptly as practicableacceptance not to be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Sources: Registration Rights Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Perioda. The Company shall, the Company shall at its expense, prepare and file with the SEC promptly following the Closing Date a shelf Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by the Holders from time to time on Form S-3 a delayed or continuous basis pursuant to Rule 415 and in accordance with the extent permissible) (a “methods of distribution set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective under the Securities Act as soon as possible, but no later than the expiration Effectiveness Deadline. The first filing of a Shelf Registration Statement shall contain the “Selling Securityholders” section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend a Shelf Registration Statement, including the “Selling Securityholders” section if required by the rules, regulations or instructions applicable to the registration form used by the Company for a Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC or in response to comments from the Staff of the LockSEC.
(i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling security holder in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first-Up Periodclass registered mail or by courier with delivery confirmation, a properly completed Notice and Questionnaire to the Company. Upon filing The Company shall deliver the Notice and Questionnaire to the Purchasers within five (5) Business Days of the Closing Date. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 30th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 6(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the 20th Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior to effectiveness of the Shelf Registration Statement) (in any case, the “Questionnaire Deadline”). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder in accordance with Section 6(c) hereof, and (B) in the case of a Holder that is a transferee of Notes upon the request of such transferee Holder given in accordance with Section 6(c) hereof, to such Holder at the address set forth in such request.
(ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after its receipt thereof, file any amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to permit the Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2(d) hereof); provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period.
(iii) Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading.
c. The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement effective continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest to occur of: (i) the last date on which in the opinion of counsel to the Company the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (ii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144; and (iii) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(d) and subject to the provisions of Section 2(b)(ii), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period; provided, however, that nothing in this clause (z) shall be deemed to release a Holder from its obligation to comply with all applicable prospectus delivery requirements under the Securities Act.
d. The Company may delay the initial effective date of the Shelf Registration Statement (provided that the Registration Default Payments set forth in Section 2(e) below shall nonetheless apply from the Effectiveness Deadline) or suspend the availability of the Shelf Registration Statement and the use of any Prospectus (the period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Registration Default Payments Damages pursuant to Section 2(e), for a period not to exceed: (i) 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 90 days in the aggregate during any 12-month period, in each case only for valid business reasons, to be determined in good faith by the Company in its reasonable judgment (which shall not include the avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(k) hereof, if applicable. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period.
e. The Company and the Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement has not been declared effective by the SEC by the Effectiveness Deadline; or (ii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of the applicable Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 90 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), provided that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare effective a post-effective amendment to the Shelf Registration Statement in connection with the Company’s obligation to file such an amendment pursuant to Section 2(b)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder) during any period in which a Registration Default has occurred or is continuing, as partial relief (which remedy shall not be exclusive of any other remedies available at law or in equity), at a rate per annum (the “Registration Default Payments”) equal to one-half of one percent (50 basis points) per 30 day period of such Registration Default per $1,000 principal amount of Notes related to the Transfer Restricted Securities subject to such Shelf Registration Statement for the period up to and including April 1, 2010 during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Registration Default Payments will cease to accrue with respect to such Registration Defaults. All accrued Registration Default Payments shall be paid by the Company on each Registration Default Payments Payment Date in cash to the date of such cure and Registration Default Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding anything in the Agreement to the contrary, Registration Default Payments shall only be payable to Notice Holders.
f. All of the Company’s obligations (including, without limitation, the obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are satisfied in full. Notwithstanding the foregoing, no Registration Default Payments shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer outstanding.
a Transfer Restricted Security; and (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a expiration of the Shelf Registration Statement pursuant to this AgreementPeriod.
g. Immediately upon the occurrence or the termination of a Registration Default, the Company shall file give the Trustee, so long as the Notes remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Notes, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in an automatic shelf registration statement Officer’s Certificate (as such term is defined in Rule 405 the Indenture)), and prior to receipt of such Officer’s Certificate the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act Trustee and the rules transfer and regulations of paying agent shall be entitled to assume that no such commencement or termination has occurred, as the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementcase may be.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Purchase Agreement (Lexar Media Inc), Registration Rights Agreement (Lexar Media Inc)
Shelf Registration Statement. (i) No later than Subject to Section 4.2, and provided that the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 Purchaser is eligible to the extent permissible) (a “Shelf Registration Statement”) covering register the resale of all Registrable SecuritiesEligible Securities on Form S-3, and shall use reasonable best efforts to cause such registration statement to become effective the Purchaser shall, as promptly as reasonably practicable (but in no event later than ninety (90) days following the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statementdate hereof), the Company shall use its reasonable best efforts to keep file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act including, if the Purchaser is then eligible, as an automatic shelf registration, covering the resale of all of the Eligible Securities (the “Shelf Registration Statement”). The Shelf Registration Statement shall be in a form permitting registration of all Eligible Securities for resale or distribution by the Holders in the manner or manners designated by the Seller. The Purchaser will promptly notify the Seller when such Shelf Registration Statement has become effective. The Purchaser shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 2.1. The Purchaser shall (subject to the limitations on registration obligations of the Purchaser set forth herein) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective with under the SEC at all times Securities Act as promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Purchaser is eligible to file an automatically effective shelf registration statement, and (subject to re-file such the limitations on registration obligations of the Purchaser set forth herein) to keep the Shelf Registration Statement continuously effective under the Securities Act (including by filing a replacement Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such expiration of a Shelf Registration Statement as may be reasonably requested filed pursuant to this Section 2.1) until (the “Effectiveness Period”) the first date when all Eligible Securities covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If in the Company is a well-known seasoned issuer (manner set forth and as defined contemplated in Rule 405) (a “WKSI”) at a time when it is obligated to file a the Shelf Registration Statement. The Purchaser may include in the Shelf Registration Statement other securities for sale for its own account or for the account of any other Person; provided that the Purchaser shall not include securities of the Purchaser for its own account or for the account of other Persons which are not Holders of Eligible Securities in a proposed Block Trade pursuant to this Agreement, Agreement without the Company shall file an automatic shelf registration statement (as defined in Rule 405 prior written consent of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementSeller.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Cantel Medical Corp), Purchase and Sale Agreement (Cantel Medical Corp)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall shall:
(i) comply with all the provisions of Section 7(c) below and use its commercially reasonable best efforts to keep effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and
(ii) issue, upon the request of any Holder or purchaser of Initial Securities covered by any Shelf Registration Statement effective with the SEC at contemplated by this Agreement; provided that such Holder provides all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be documentation reasonably requested by the Holders or as otherwise requiredCompany in connection with such issuance, until such time as all Registrable a number of Exchange Securities that could be equal to the number of Initial Securities sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall not elect to pay any portion of register Exchange Securities on the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when for this purpose and issue the Company is required Exchange Securities to re-evaluate its WKSI status the Company determines that it is not a WKSI, purchaser(s) of securities subject to the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementin the names as such purchaser(s) shall designate.
(iii) To At any time after the extent that effectiveness of the Shelf Registration Statement, if the Company becomes ineligible determines in good faith for valid business reasons not to use Form S-3disclose the existence of or facts surrounding any proposed or pending material corporate transaction or other material development involving the Company, the Company may allow the Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to forty-five (45) days in any three-month period or ninety (90) days in any year during the two-year period of effectiveness required by Section 4 hereof and no Share Cancellation will be required as a result of any such Shelf Registration Statement failing to be effective or any such Prospectus being unusuable pursuant to this Section 7(b)(iii). Upon the occurrence of a transaction or development described above, the Company shall file a “shelf” registration statement on Form S-1 registering notify the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective Holders as promptly as practicablepracticable and, if requested by such Holders, confirm such notice in writing.
Appears in 2 contracts
Sources: Registration Rights Agreement (Paragon Shipping Inc.), Registration Rights Agreement (Paragon Shipping Inc.)
Shelf Registration Statement. (ia) No later than Subject to Section 4.1(d), and further subject to the expiration availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Lock-Up PeriodCompany, as soon as practicable after it is initially eligible to do so, the Company shall file file, and use its reasonable best efforts to cause to be declared effective by the SEC as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by the Stockholders and their respective Affiliates in accordance with the SEC a shelf Registration Statement (on plan and method of distribution set forth in the prospectus included in such Form S-3 to the extent permissible) (a “Shelf Registration Statement”).
(b) covering On a day (the resale of all “Shelf Notice Date”) that is at least twenty (20) Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Stockholder that holds Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration Securities as of the Lock-Up PeriodShelf Notice Date. Upon filing Each Stockholder will have the right to include its Registrable Securities and the Registrable Securities of its Affiliates in the Shelf Registration StatementStatement by delivering to the Company a written request to so include such Registrable Securities within ten (10) calendar days after the Shelf Notice is received by any such Stockholder.
(c) Subject to Section 4.1(d), the Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective with the SEC at all times and to re(including by filing any necessary post-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related effective amendments to such Shelf Registration Statement as may be reasonably requested by or one or more successor Shelf Registration Statements) until the Holders or as otherwise required, until such time as date on which all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or are no longer outstandingotherwise cease to be Registrable Securities.
(iid) If Notwithstanding anything to the Company is a well-known seasoned issuer (as defined contrary contained in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined be entitled, from time to time, by providing written notice to the Stockholders who elected to participate in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at (which notice shall provide reasonable detail regarding the time of filing basis for the Blackout Period), to require such Stockholders and their respective Affiliates to suspend the use of the Automatic prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and shall not elect to pay without any portion of the registration fee on further request from a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIStockholder, the Company shall use its reasonable best efforts immediately notify all such Stockholders and, to the extent necessary, shall as promptly as practicable prepare a post-effectively amend effective amendment or supplement to the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or the prospectus, or any document incorporated therein by reference, or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible any other required document so that, as thereafter delivered to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering purchasers of the Registrable Securities for resale included therein, the prospectus will not later than thirty (30) calendar days after include an untrue statement of a material fact or omit to state any material fact necessary to make the date statements therein, in the light of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablethe circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Stockholders’ Agreement (Fmsa Holdings Inc), Stockholders’ Agreement (Fmsa Holdings Inc)
Shelf Registration Statement. (i) No The Company will use its reasonable best efforts to file with the SEC, no later than 89 days following the Closing (or, if earlier, no later than the Business Day prior to the expiration of the Lock-Up Period), the Company shall file with the SEC a an automatic shelf Registration Statement (registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the extent permissible) Securities Act (or a post-effective amendment or prospectus supplement to an existing well-known seasoned issuer shelf registration statement on Form S-3), if the Company is eligible to use such Form S-3 (or successor form), or if the Company is not a well-known seasoned issuer, a shelf registration statement on Form S-3 (or successor form), if the Company is eligible to use such form (a “Shelf Registration Statement”) covering ), relating to the offer and resale of all Registrable SecuritiesSecurities then held by the Shareholders (including naming the WP Shareholder and the CB Shareholder as selling shareholders), at any time and from time to time following the date on which the Shelf Registration Statement becomes effective in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause such registration statement the Shelf Registration Statement to become be declared, or otherwise become, effective no later than the Business Day immediately prior to the expiration of the Lock-Up Period; provided, that notwithstanding anything contrary contained herein, the Company shall not be required to cause the Shelf Registration Statement to be declared or otherwise become effective under the Securities Act or to file a post-effective amendment or prospectus supplement to an existing shelf registration statement prior to the Business Day prior to the expiration of the Lock-Up Period. Upon filing The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Shareholders” hereunder. For so long as the Company is eligible to use Form S-3 (or successor form), the Company, in each case, subject to the qualifications above, shall maintain the continuous effectiveness of the Shelf Registration StatementStatement for the maximum period permitted by SEC rules, the subject to any Suspension that may occur as described in Section 2(i). The Company shall use its reasonable best efforts to keep such promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in the extent any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in remain outstanding (such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file period during which a Shelf Registration Statement pursuant to this Agreementis effective, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration StatementPeriod”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement).
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Banc of California, Inc.), Registration Rights Agreement (Warburg Pincus LLC)
Shelf Registration Statement. 3.1.1. As promptly as reasonably practicable following the earlier of (ia) No later than the expiration one-year anniversary of this Agreement, or (b) the consummation of the LockFollow-Up PeriodOn Offering, the Company shall (i) prepare and file with (or confidentially submit to) the SEC Commission a shelf Registration Statement (on Form S-3 or any successor form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the extent permissible) Securities Act or any successor rule thereto (a the “FTV Shelf Registration Statement”) covering that covers all Registrable Securities then held by the resale FTV Holders for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto in accordance with the methods of distribution elected by such FTV Holders and set forth in the FTV Shelf Registration Statement as permitted by this Agreement and (ii) use commercially reasonable best efforts and act in good faith to cause the FTV Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter (the date the FTV Shelf Registration Statement is declared effective by the Commission being the “FTV Shelf Effective Date”); provided, however, that the Company shall not be obligated to effect a Registration pursuant to Section 3.1 hereof if a Form S-3 is not available for such offering. The Company shall prepare and file with the Commission such amendments, post-effective amendments and supplements, including Shelf Supplements, to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable SecuritiesSecurities subject thereto for a period ending on the earlier of 36 months after effective date of such Registration Statement and the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Registration Statement.
3.1.2. At any time that the FTV Shelf Registration Statement is effective, if an FTV Holder of Registrable Securities covered by the FTV Shelf Registration Statement delivers a notice to the Company (a “Shelf Takedown Notice”) stating that the holder intends to effect an offering of all or part of its Registrable Securities included in the FTV Shelf Registration Statement (a “Shelf Takedown”) and the Company is eligible to use the FTV Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a “Shelf Supplement”) the FTV Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Except as set forth in Section 3.1.3 hereof, the Company shall not be obligated to effect requests set forth in a Shelf Takedown Notice through an Underwritten Offering.
3.1.3. A majority-in-interest of the Demanding Holders initiating any Shelf Takedown shall have the right to demand an offering in the form of an Underwritten Offering if the proceeds of such offering is reasonably expected to exceed $25,000,000 in the aggregate. If any Shelf Takedown is an Underwritten Offering, the holders of a majority of the Registrable Securities participating in such Underwritten Offering shall have the right to select the investment banker(s) and manager(s) to administer the offering related to such Shelf Takedown, subject to the consent of the Company, which consent shall not be unreasonably withheld.
3.1.4. If an FTV Holder of Registrable Securities wishes to engage in an underwritten block trade off an FTV Shelf Registration Statement (a “Block Trade”), then such FTV Holder shall notify the Company of such Block Trade not less than five (5) business days prior to the day such offering is to commence. The Company shall use commercially reasonable best efforts to cause facilitate and consummate such registration statement to become effective no later than offering (which may close as early as three business days after the expiration of date it commences); provided that the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company FTV Holder shall use its commercially reasonable best efforts to keep such Shelf Registration Statement effective work with the SEC at all times Company and the Underwriters prior to re-file making such Shelf request in order to facilitate preparation of the Registration Statement upon its expirationStatement, Prospectus and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus other offering documentation related to such Shelf Registration Statement as may be reasonably requested the Block Trade. The Company shall, at the request of the FTV Holder, file any prospectus supplement or any post-effective amendments and otherwise take any reasonable action necessary to include therein all disclosure and language deemed necessary or advisable by the Holders or FTV Holder to effect such Block Trade. An FTV Holder of Registrable Securities shall be entitled to engage in underwritten Block Trades without any limitation based on the expected proceeds of such transaction; provided, however, that the applicable FTV Holder(s) shall (i) be entitled to two underwritten Block Trades representing proceeds of less than $25,000,000 each under this Agreement with all reasonable fees and expenses paid for by the Company as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
set forth herein and (ii) If to the extent there are more than two (2) underwritten Block Trades representing proceeds of less than $25,000,000, the applicable FTV Holder(s) shall reimburse the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, for the reasonable fees and expenses of the Company’s independent registered public accountants and counsel for the Company shall file an automatic shelf registration statement (as defined incurred in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance connection with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementsuch additional underwritten Block Trades.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (CardConnect Corp.), Merger Agreement (FinTech Acquisition Corp)
Shelf Registration Statement. (ia) No later than Promptly following the expiration earlier to occur of (x) the Lock-Up PeriodSubsequent Common Closing, (y) the CFIUS Turndown and (z) May 7, 2023, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than three months after the expiration of the Lock-Up Perioddate hereof. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expirationexpiration (if any), and subject to Sections 3(f) 2.6 and (g)2.7, to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(iib) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iiic) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 (or a post-effective amendment on Form S-1 if a Shelf Registration Statement is then effective) registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement (or post-effective amendment) declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lordstown Motors Corp.), Registration Rights Agreement (Lordstown Motors Corp.)
Shelf Registration Statement. (a) The Partnership shall (i) No later than in the expiration case of the Lock-Up PeriodSale/Subscription Registrable Securities, the Company shall file with the SEC a shelf Registration Statement reasonably promptly following the date hereof (on Form S-3 to the extent permissibleand in any event within 10 business days thereafter) (a “shelf” registration statement covering the resale of such Registrable Securities for offerings to be made on a continuous basis pursuant to Rule 415 of the Securities Act (the “Sale/Subscription Shelf Registration Statement”) and (ii) in the case of the applicable Put/Call Registrable Securities that may be delivered on each Completion Date, file with the SEC at least 10 business days prior to the applicable Target Completion Date (to the extent such filing is permitted by the SEC and applicable Law, as confirmed to the Partnership by the SEC) or, to the extent not so permitted, as soon as reasonably practicable following such Completion Date (and in any event within 10 business days thereafter), one or more “shelf” registration statements covering the resale of all such Registrable Securities, and shall use reasonable best efforts Securities for offerings to cause such registration statement be made on a continuous basis pursuant to become effective no later than the expiration Rule 415 of the Lock-Up Period. Upon filing Securities Act (each, a “Put/Call Shelf Registration Statement” and, collectively with the Sale/Subscription Shelf Registration Statement, the Company “Shelf Registration Statements”). Notwithstanding the foregoing, the Partnership shall be entitled to postpone the filing of a Shelf Registration Statement to the same extent that it is entitled to prohibit sales of Registrable Securities under an effective Shelf Registration Statement pursuant to Section 2.2(d) below.
(b) The Partnership shall use its all commercially reasonable best efforts to cause each Shelf Registration Statement to be declared effective under the Securities Act by the SEC as soon as reasonably practicable after the filing thereof pursuant to Section 2.1(a) (but not, in the case of any Put/Call Shelf Registration Statement, prior to the applicable Completion), and shall use all commercially reasonable efforts to keep such Shelf Registration Statement continually effective until all the Registrable Securities covered by such Shelf Registration Statement cease to constitute Registrable Securities. For the avoidance of doubt, the Partnership’s obligation to any particular Covered Person to use all commercially reasonable efforts to keep such Shelf Registration Statement effective with shall cease upon such time as the SEC at all times and Common Units delivered or to re-file be delivered to such Covered Person pursuant to the Transaction Agreements cease to constitute Registrable Securities. Notwithstanding the foregoing, the Partnership shall be entitled to postpone causing any Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), be declared effective to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related same extent that it is entitled to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all prohibit sales of Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a under an effective Shelf Registration Statement pursuant to this Agreement, the Company Section 2.2(d) below.
(c) The Partnership shall file an automatic shelf registration statement (as defined be liable for and pay all Registration Expenses in Rule 405 of the Securities Act) on Form S-3 (an “Automatic connection with any Shelf Registration Statement”) in accordance with the requirements , regardless of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have whether such registration statement declared effective as promptly as practicableis effected.
Appears in 2 contracts
Sources: Registration Rights Agreement (KKR & Co. L.P.), Registration Rights Agreement
Shelf Registration Statement. The Issuer agrees that, as soon as practicable but no later than (i) No later than forty-five (45) calendar days following the expiration of Merger Closing Date and (ii) ninety (90) calendar days following the Lock-Up PeriodIssuer’s most recent fiscal year end (the date the Registration Statement (as defined below) is actually filed, the Company shall “Filing Date”), the Issuer will file with the SEC Commission (at the Issuer’s sole cost and expense) a shelf Registration Statement registration statement registering the resale of the Acquired Shares (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities), and the Issuer shall use its commercially reasonable best efforts to cause such registration statement to become have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the expiration earlier of (i) the 90th calendar day following the Filing Date if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the 10th business day after the date the Issuer is notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Lock-Up Period. Upon filing Issuer held by Subscriber and the Shelf Registration Statement, intended method of disposition of the Company Acquired Shares as shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders Issuer to effect the registration of the Acquired Shares, and Subscriber shall use reasonable efforts to execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as otherwise requiredpermitted hereunder. Following the Effectiveness Date, until such time if the transfer restrictions as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or set forth on Exhibit A to this Subscription Agreement are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of required by the Securities Act and the rules and regulations or any applicable state securities laws, upon request of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSISubscriber, the Company Issuer shall use its commercially reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts cooperate with Subscriber to have such registration statement declared effective as promptly as practicabletransfer restrictions removed, including providing authorization to the Issuer’s transfer agent.
Appears in 2 contracts
Sources: Subscription Agreement (Vertiv Holdings Co), Subscription Agreement (GS Acquisition Holdings Corp)
Shelf Registration Statement. (ia) No Following the Closing Date, the Company shall as promptly as reasonably practicable prepare, and not later than the expiration of 20th day following the Lock-Up PeriodClosing Date (the “Filing Deadline”), the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 relating to the extent permissible) (a “offer and sale of the Registrable Securities by the Investors from time to time in accordance with the methods of distribution elected by such Investors and set forth in such Shelf Registration Statement”) covering the resale of all Registrable SecuritiesStatement and, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statementthereafter, the Company shall use its reasonable best efforts to keep cause such Shelf Registration Statement to be declared effective with under the SEC at all times and to re-file Securities Act as promptly as reasonably practicable after the filing thereof, but in no event later than the 90th day following the Filing Deadline (the “Effectiveness Deadline”). For the avoidance of doubt, such Shelf Registration Statement upon its expirationshall include all shares of Common Stock issued on the Closing Date and all Conversion Shares.
(b) So long as there continue to be Registrable Securities, and subject the Company shall use commercially reasonable efforts to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing keep the Prospectus related to such Shelf Registration Statement as continuously effective in order to permit the Prospectus forming a part thereof to be lawfully delivered by the Investors. Notwithstanding the foregoing, there may be reasonably requested by periods of time in which the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such use of the Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If may be restricted due to applicable Law, including the Securities Act. Upon the occurrence of any such restriction, the Company is a well-known seasoned issuer shall give prompt notice to the Investors of such restriction (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement using the electronic notice information provided pursuant to this Agreement), and the Investors shall not utilize the Shelf Registration Statement until notified by the Company that its use is again permitted.
(c) In the event an offering of shares of Registrable Securities involves one or more Underwriters, the Investors shall select the lead Underwriter and any additional Underwriters in connection with the offering from a list of investment banks reasonably agreed to between the Company and the Investors holding Registrable Securities.
(d) Notwithstanding any provisions of this Agreement to the contrary, the Company shall file an automatic shelf registration statement (cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as defined in Rule 405 of the Securities Act) date on Form S-3 (an “Automatic which the SEC declares the Shelf Registration Statement”Statement effective, (i) to comply in accordance all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be registered pursuant stated therein or necessary in order to an Automatic Shelf Registration Statement at make the time of filing statements therein, in light of the Automatic Shelf Registration Statement and shall circumstances under which they are made, not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementmisleading.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Stock Purchase Agreement (DHT Holdings, Inc.), Stock Purchase Agreement (DHT Holdings, Inc.)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the The Company shall use its reasonable best efforts to file, not later than (i) 60 days after the date hereof (the “S-3 Shelf Filing Deadline”), a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Preferred Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”); provided that the Company shall use its commercially reasonable efforts to remain qualified to file the Form S-3 Shelf.
(b) Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Preferred Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing keep the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of continuously effective under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) Act in accordance with this Section 6.1 is referred to as the requirements of “Shelf Period”). In the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when event the Company is required files a Form S-1 Shelf (either prior to re-evaluate its WKSI status the Company determines that it is not S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a WKSIForm S-3 Shelf, the Company shall use its commercially reasonable best efforts to postconvert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible.
(c) The Company shall promptly notify the Preferred Investors by e-effectively amend mail of the Automatic effectiveness of a Shelf Registration Statement after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market, purchases or sales by brokers, underwritten offerings and privately negotiated transactions. The Company shall use its reasonable efforts to cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Centerpoint Energy Inc), Preferred Stock Purchase Agreement (Centerpoint Energy Inc)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall Issuers shall:
(i) comply with all the provisions of Section 6(c) below and use its their respective commercially reasonable best efforts to keep effect such Shelf registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 4(b) hereof), and pursuant thereto the Issuers shall prepare and file with the Commission a Registration Statement effective relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the SEC at all times intended method or methods of distribution thereof within the time periods and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate otherwise in any shelf take-down, whether or not underwritten, by amending or supplementing accordance with the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstandingprovisions hereof.
(ii) If issue, upon the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a request of any Holder or purchaser of Securities covered by any Shelf Registration Statement pursuant to contemplated by this Agreement, Exchange Securities having an aggregate liquidation amount equal to the Company shall file an automatic shelf registration statement (as defined in Rule 405 aggregate liquidation amount of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered sold pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and surrendered to the Trust for cancellation; the Trust shall not elect to pay any portion of register Exchange Securities on the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when for this purpose and issue the Company is required Exchange Securities to re-evaluate its WKSI status the Company determines that it is not a WKSI, purchaser(s) of securities subject to the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementin the names as such purchaser(s) shall designate.
(iii) To make available, at reasonable times, for inspection by each Holder eligible to include Securities in the extent that Shelf Registration Statement and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company becomes ineligible Issuers and cause the respective Issuers' officers, directors and employees to use Form S-3supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the Company shall file filing thereof and prior to its effectiveness;
(iv) if requested by any Holders eligible to include Securities in the Shelf Registration Statement in connection with a “shelf” registration statement on Form S-1 registering sale or any Affiliated Market Maker, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the Registrable Securities for resale not later than thirty (30) calendar days "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the date Issuers are notified of the matters to be included in such ineligibility and use its reasonable best efforts to have such registration statement declared Prospectus supplement or post-effective as promptly as practicableamendment.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fresenius Medical Care Corp), Registration Rights Agreement (Fresenius Medical Care Corp)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the The Company shall use its reasonable best efforts to file, not later than (i) 60 days after the date hereof (the “S-3 Shelf Filing Deadline”), a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Preferred Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”); provided that the Company shall use its commercially reasonable efforts to remain qualified to file the Form S-3 Shelf. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Preferred Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing keep the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of continuously effective under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) Act in accordance with this Section 6.1 is referred to as the requirements of “Shelf Period”). In the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when event the Company is required files a Form S-1 Shelf (either prior to re-evaluate its WKSI status the Company determines that it is not S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a WKSIForm S-3 Shelf, the Company shall use its commercially reasonable best efforts to postconvert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible. The Company shall promptly notify the Preferred Investors by e-effectively amend mail of the Automatic effectiveness of a Shelf Registration Statement after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market, purchases or sales by brokers, underwritten offerings and privately negotiated transactions. The Company shall use its reasonable efforts to cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement, Preferred Stock Purchase Agreement
Shelf Registration Statement. (ia) No later than Promptly, but in any event within forty-five (45) days from the expiration of the Lock-Up Perioddate hereof, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 F-1 or any successor form thereto to register all of the extent permissibleRegistrable Securities of the Holders (which registration statement shall be amended, converted or replaced, as provided in the following sentence, with a registration statement on Form F-3 or any successor form thereto (“Form F-3”)) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a the “Shelf Registration Statement”) covering ); provided, however, that notwithstanding the resale foregoing, the Company shall be entitled to delay the filing of all Registrable Securitiesthe Shelf Registration Statement until such time as any financial statements required by Applicable Law are available for inclusion in the Shelf Registration Statement. The Company shall cause the Shelf Registration Statement to be amended and/or converted to, and or replaced with, a registration on Form F-3 as promptly as reasonably practicable after the Company becomes eligible to use Form F-3 under Applicable Law. The Company shall use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing date, the Shelf Registration StatementStatement relating to the offer and sale, from time to time, of an amount of Registrable Securities then held and specified by such Demand Shareholders (and including Registrable Securities held by the Escrow Agent) that equals or is greater than the Registrable Amount and including a plan and method of distribution substantially in the form of Exhibit A or as otherwise specified.
(b) Subject to Section 1.3(c), the Company shall will use its reasonable best efforts to keep such a Shelf Registration Statement continuously effective with until the SEC at earlier of (i) the date on which all times and to re-file such Registrable Securities covered by the Shelf Registration Statement upon its expirationhave been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 3.1.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to such Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period, the Company shall deliver a notice of such expiration to Holders of Registrable Securities and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
(d) If one or more Demand Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Shareholder(s) intend to sell at least a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and subject to Sections 3(fin a manner reasonably agreed with such Demand Shareholder(s) and (g), to cooperate in any shelf take-down, whether amend or not underwritten, by amending or supplementing supplement the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. The Demand Shareholders shall have the right to request the number of Shelf Offerings provided for in Section 1.1(c). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If Company and the Company is a well-known seasoned issuer (as defined in Rule 405) underwriters (a “WKSIMarketed Underwritten Shelf Offering”) at a time when it ), unless the Take-Down Notice is obligated to file a executed by or on behalf of all the Demand Shareholders (even if all the Demand Shareholders are not participating in such Marketed Underwritten Shelf Registration Statement pursuant to this AgreementOffering), the Company shall file an automatic shelf registration statement (as defined in Rule 405 of forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities Act) are included on Form S-3 (an “Automatic the Shelf Registration Statement”Statement and the Company and such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the requirements Management Shareholders Agreement) included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the Take-Down Notice to such other Demand Shareholder. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”), the Company shall forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities Act are included on the Shelf Registration Statement and the rules Company and regulations such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the Management Shareholders Agreement) included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within 24 hours of receiving the Take-Down Notice.
(e) For the avoidance of doubt, no Other Holders (except the Escrow Agent on behalf of the SEC thereunderManagement Shareholders as provided herein and, that covers for the Registrable Securities. The avoidance of doubt, except a non-proposing Demand Shareholder in accordance with Section 1.1(e)) will be entitled to participate in Shelf Offerings unless SL Sponsor determines otherwise in a written notice delivered to the Company and such Other Holders (in which case such Other Holders shall pay be treated the registration fee for all same as a non-proposing Demand Shareholder with respect to such Shelf Offerings).
(f) For the avoidance of doubt, any Shelf Offering will be subject to Sections 1.1(h) and (i).
(g) Upon the written request of any Demand Shareholder, the Company will file and seek the effectiveness of a post-effective amendment to the Shelf Registration Statement to register additional Registrable Securities to that would have been included in the Shelf Registration Statement had they been owned by such Demand Shareholder on the date hereof (or, if such additional Registrable Securities cannot be registered pursuant to a post-effective amendment under Applicable Law, an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the additional shelf registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement statement); provided that when the Company is required effects a Demand Shareholder request to re-evaluate its WKSI status the Company determines that it is not file such a WKSI, the Company shall use its reasonable best efforts to post-effectively amend effective amendment (or additional shelf registration statement), it shall notify the Automatic Shelf Registration Statement other Holders and provide such other Holders a reasonable opportunity to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the include additional Registrable Securities for resale not later than thirty in such amendment (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such or additional shelf registration statement declared effective as promptly as practicablestatement).
Appears in 2 contracts
Sources: Registration Rights Agreement (Global Blue Group Holding AG), Agreement and Plan of Merger (Far Point Acquisition Corp)
Shelf Registration Statement. (i) No As soon as reasonably practicable after the Closing Date and in any event not later than the expiration seven (7) Business Days of the Lock-Up PeriodClosing Date, the Company Computer Sciences GS shall file with the SEC a shelf Registration Statement for a Shelf Registration on Form S-1 covering the resale of all Stockholder Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). In the event that Computer Sciences GS becomes eligible to use Form S-3 under the Securities Act after twelve (12) calendar months following the Closing Date, Computer Sciences GS shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 to the extent permissible) (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”) covering ). Subject to the resale terms of all Registrable Securitiesthis Agreement, including any applicable Blackout Period, Computer Sciences GS shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof and shall use its commercially reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Stockholder Registrable Securities covered by such Registration Statement are no longer Stockholder Registrable Securities (the period during which Computer Sciences GS shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 2.1 the “Shelf Period”). Computer Sciences GS shall notify the holders of Stockholder Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the effectiveness of a Form S-1 Shelf promptly once Computer Sciences GS telephonically confirms effectiveness with the SEC. Computer Sciences GS shall file a final Prospectus with the SEC at all times and to re-file the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as shall provide for all permitted means of disposition of Stockholder Registrable Securities that could be sold requested in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities writing to be registered pursuant to an Automatic Shelf Registration Statement at included therein by Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the time of filing of the Automatic Shelf Registration Statement market, purchases or sales by brokers and shall sales not elect to pay any portion of the registration fee on involving a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementpublic offering.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(iib) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iiic) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (KAR Auction Services, Inc.), Investment Agreement (KAR Auction Services, Inc.)
Shelf Registration Statement. As soon as reasonably practicable after the date hereof and in any event within five (i5) No later than business days following the expiration consummation of the Lock-Up PeriodAcquisition, the Company Parent shall prepare and file with the SEC a shelf Registration Statement (on Form S-3 registration statement, relating to the extent permissibleoffer and sale by the Stockholders receiving Shares in the Merger (including the Escrow Agent) (the "Selling Stockholders") at any time and from time to time on a “Shelf delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Shares (the "Registration Statement”) covering "). If, at the resale time of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration filing of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the "Effective Date"). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon oral receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Stockholders' Agent a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Stockholders' Agent, addressed to the Stockholders' Agent, in such capacity as a representative of the Stockholders receiving Shares in the Merger, including, confirming that the Registration Statement is effective and that all of the Shares have been duly registered and, subject to the transfer restrictions contained in this Agreement, are freely transferable and that all of the shares have been admitted for listing on the NASDAQ Stock Market.
Appears in 2 contracts
Sources: Registration Rights Agreement (Level 3 Communications Inc), Registration Rights Agreement (Level 3 Communications Inc)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders of Registrable Securities or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (US Foods Holding Corp.), Investment Agreement (US Foods Holding Corp.)
Shelf Registration Statement. (i) No later than To the expiration extent not already on file with the SEC and/or applicable Canadian Securities Regulatory Authorities (including as contemplated by the Equity Purchase Agreement) and available to Investors for the transactions contemplated hereby, the Required Holders shall have the right to request (any such request, a “Shelf Registration Request”) the filing by the Company of a Shelf Registration Statement, in each case allowing for an offering on a delayed or continuous basis under the Lock-Up PeriodSecurities Act and/or the procedures relating to the use of a Canadian Shelf Prospectus under applicable Canadian Securities Laws, including by way of underwritten offering, block sale or other distribution plan designated by any such Investors. Upon any such Shelf Registration Request, the Company shall prepare and file with (or confidentially submit to) the SEC and/or the applicable Canadian Securities Regulatory Authorities, a shelf Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Registrable Securities then outstanding and shall use its reasonable best efforts to keep cause such Shelf Registration Statement to be declared effective with as soon as reasonably practicable thereafter, to the SEC at all times and to re-file extent such Shelf Registration Statement does not become automatically effective upon its expirationfiling. For the avoidance of doubt, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably a “universal” Registration Statement contemplating the offer and sale by the Company of any type of security deemed necessary or advisable by the Company (including debt securities), and need not include specific reference to the Registrable Securities if, as promptly as practicable following the effectiveness of such Shelf Registration Statement, the Company files a Shelf Supplement (as defined below) providing for the resale of such Registrable Securities from time to time or as otherwise requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstandingRequired Holders.
(ii) If Notwithstanding anything to the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file contrary contained herein, a Shelf Registration Statement pursuant to this AgreementRequest shall constitute a “Demand Registration Request”, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations registration of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement (including any supplement thereto) shall constitute a “Demand Registration” for purposes hereof; provided that, in connection with any Shelf Registration Request or any Shelf Registration Statement filed pursuant thereto (A) the Demand Registration Limitations shall not apply, (B) the “Demand Registration Filing Deadline” shall mean the date that is not automatically effective or file a new fifteen (15) Business Days after receipt by the Company of the Shelf Registration Statement.
Request; and the “Demand Registration Effectiveness Deadline” shall mean the date that is sixty (iii60) To the extent that days after receipt by the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts Shelf Registration Request. For the avoidance of doubt, Investors shall be entitled to have such exercise their rights pursuant to this Section 2(b) regardless of any limitation or restriction on their ability to request a registration statement declared effective as promptly as practicablepursuant to Section 2(a).
Appears in 2 contracts
Sources: Registration Rights Agreement (Methanex Corp), Equity Purchase Agreement (Methanex Corp)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (on Form S-3 to the extent permissible) (a “Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and ). The Issuers shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer outstanding.
cease to be outstanding or (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of the filing of a post-effective amendment to the Automatic Initial Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to rewhere such post-evaluate its WKSI status the Company determines that it effective amendment is not a WKSI, the Company shall use its reasonable best efforts yet effective and needs to post-effectively amend the Automatic Shelf Registration Statement be declared effective to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.
Appears in 2 contracts
Sources: Registration Rights Agreement (Meritage Homes CORP), Registration Rights Agreement (Meritage Homes CORP)
Shelf Registration Statement. (i) No later than Within 120 days after the expiration of the Lock-Up Perioddate hereof, the Company shall file with the SEC Commission a shelf Shelf Registration Statement (on Form S-3 relating to the extent permissibleoffer and sale of (i) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up PeriodRegistrable Securities and (ii) all shares of Company Common Stock that the Company is requested to register under the Existing Shareholder Agreement. Upon filing the Shelf Registration StatementThereafter, the Company shall use its reasonable best efforts to keep cause such Shelf Registration Statement to be declared effective with within 180 days after the SEC at all times and date hereof. The Company shall use its reasonable best efforts to re-file such keep the Shelf Registration Statement upon its expirationcontinuously effective, and subject to Sections 3(f) and (gthe other provisions of this Section 1.02(a), in order to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing permit the Prospectus related prospectus included therein to such Shelf Registration Statement as may be reasonably requested lawfully delivered by the Holders or as otherwise requiredof the relevant Registrable Securities, until the second anniversary of the date hereof or such time as shorter period that will terminate when all the Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold pursuant thereto or are no longer cease to be outstanding.
(ii) If . The Company shall use its reasonable best efforts to cause the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementand the related prospectus and any amendment or supplement thereto, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic effective date of the Shelf Registration Statement”, amendment or supplement, (i) to comply in accordance all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunderCommission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein). The filing of the Shelf Registration Statement and the causing of the Shelf Registration Statement to be declared effective shall be at the Company’s own expense as provided in Section 1.02(c). Notwithstanding any other provision of this Agreement to the contrary, if there is (i) material non-public information regarding the Company which the Company’s Board of Directors reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time, (ii) there is a significant business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, share exchange, tender offer or other similar transaction) available to the Company which the Board reasonably determines to be significantly disadvantageous for the Company to disclose or (iii) there is any other event or condition of similar significance to the Company that covers the Board reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time (each, a “Disadvantageous Condition”), and the Company’s Board of Directors shall adopt a resolution setting forth in reasonable detail the Disadvantageous Condition (giving due regard to any confidentiality or competitive considerations), then the Company shall not be required to file any amendment or supplement required to maintain the effectiveness of the Shelf Registration until the earlier of (x) 120 days following the date such resolution was adopted and (y) the date such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders) and upon receipt of any such notice of a Disadvantageous Condition all Holders selling securities pursuant to the Shelf Registration Statement shall discontinue use of the prospectus contained in the Shelf Registration Statement and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus then covering such Registrable SecuritiesSecurities current at the time of receipt of such notice. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that use it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend cause a Disadvantageous Condition to cease to apply as soon as practicable after the Automatic Company’s Board of Directors determines that a Disadvantageous Condition applies. The Company may not suspend the effectiveness or availability of the Shelf Registration Statement pursuant to this Section 1.02(a) for more than 120 consecutive days. Within 20 days after receiving a Shelf Registration Statement that is not automatically effective or file notice of a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3Disadvantageous Condition, the Company applicable Requesting Holders may withdraw any outstanding Demand Request by giving written notice thereof to the Company, and, if withdrawn, such Demand Request shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale be deemed not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablebeen made for purposes of this Agreement.
Appears in 2 contracts
Sources: Unit Purchase Agreement (Verasun Energy Corp), Registration Rights Agreement (Verasun Energy Corp)
Shelf Registration Statement. As soon as reasonably practicable after the date hereof and in any event within five (i5) No later than business days following the expiration consummation of the Lock-Up PeriodAcquisition, the Company shall prepare and file with the SEC a shelf registration statement, relating to the offer and sale by Seller and Seller Owners at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Shares (the "Registration Statement"). If, at the time of filing of the Registration Statement, the Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement is eligible to become effective no later than upon filing pursuant to Rule 462(e) (or any successor rule) under the expiration of Securities Act, the Lock-Up PeriodCompany shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. Upon filing If the Shelf Registration StatementStatement is not so eligible to become effective upon filing, the Company shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the "Effective Date"). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, the Company shall deliver to Seller and any of the Seller Owners included in the Registration Statement a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing the Company for the purposes of such Registration, in form and substance reasonably acceptable to Seller and the Seller Owners, addressed to Seller and the Seller Owners, including, confirming that the Registration Statement is effective and that all of the Shares have been duly registered and, subject to the transfer restrictions contained in this Agreement, are freely transferable and that all of the shares have been admitted for listing on the NASDAQ Stock Market.
Appears in 2 contracts
Sources: Registration Rights and Transfer Restriction Agreement (Level 3 Communications Inc), Registration Rights and Transfer Restriction Agreement (Level 3 Communications Inc)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 Subject to the extent permissible) (a “Shelf terms and conditions of this Registration Statement”) covering Rights Agreement and Nasdaq’s receipt of information from the resale of all Registrable SecuritiesHolders that is required by applicable law to be included regarding such Holders or is reasonably requested by Nasdaq, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Nasdaq shall use its reasonable best efforts to keep such Shelf file, within two Business Days after the Registration Statement effective Date, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 (or successor provision) under the Securities Act (together with the SEC at all times and to re-file such Shelf Registration Statement upon its expirationany amendments thereto, and subject to Sections 3(f) and (g), to cooperate in including any shelf take-down, whether or not underwritten, documents incorporated by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementreference therein, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements ), which Shelf Registration Statement shall provide for resales of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all such Registrable Securities to (and which shall be registered pursuant to an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the time of filing of such filing), registering all Registrable Securities then held by the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisHolders. If at any time following the filing of an Automatic that a Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not in effect, if a WKSIwritten request made by the Initiating Holders under Section 2.1(a) hereof specifies that the intended manner of disposition of Registrable Securities is to be made by means of a shelf registration providing for resales of such Registrable Securities, the Company Nasdaq shall use its reasonable best efforts to post-effectively amend effect, as soon as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be so registered in accordance with Section 2.1(a) pursuant to a Shelf Registration Statement, which Shelf Registration Statement shall provide for resales of such Registrable Securities (and which shall be an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the time of such filing). Nasdaq may satisfy its obligations with respect to the filing of any Shelf Registration Statement pursuant to this Section 2.1(b) by filing with the SEC and providing the applicable Holders with a prospectus supplement under a “universal” or other shelf registration statement of Nasdaq that also registers sales of securities for the account of Nasdaq or other holders (provided, for the avoidance of doubt, that Nasdaq shall comply with all of its other obligations under this Registration Rights Agreement with respect to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement).
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nasdaq, Inc.), Merger Agreement (Nasdaq, Inc.)
Shelf Registration Statement. (ia) No As soon as practicable but no later than fifteen (15) Business Days after the expiration of date hereof (the Lock-Up Period“Filing Date”), the Company shall prepare and file with (or confidentially submit to) the SEC Commission a shelf Registration Statement registration statement under Rule 415 of the Securities Act (on Form S-3 to the extent permissible) (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities, Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause have such registration statement to become Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the expiration earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations. Such Shelf Registration Statement shall provide for the resale of the Lock-Up PeriodRegistrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Upon filing The Company shall maintain the Shelf Registration StatementStatement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable best efforts to keep convert such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that on Form S-3 as soon as practicable after the Company becomes ineligible is eligible to use Form S-3.
(b) Subject to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the transferees of the Initial Stockholders, or (ii) Cantor or its designees (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall file a give written notice (the “shelf” registration statement Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on Form S-1 registering such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for resale not later than thirty inclusion in such Shelf Underwriting (30which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) calendar within five (5) days after the date receipt of such ineligibility the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of Cantor; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement declared effective as promptly as practicablestatement, prospectus and other offering documentation related to the Underwritten Block Trade.
Appears in 2 contracts
Sources: Registration Rights Agreement (Shift Technologies, Inc.), Registration Rights Agreement (Insurance Acquisition Corp.)
Shelf Registration Statement. As soon as reasonably practicable after the Closing Date and in any event within forty-five (i45) No later than calendar days following the expiration of the Lock-Up PeriodClosing Date, the Company Parent shall prepare, file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause have declared effective by SEC a shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Closing Shares and any other Registrable Securities then held by the Holder(s) (the “Initial Registration Statement”). Within thirty (30) calendar days of receipt of a written request from the Initiating Holder, which request may be made by the Initiating Holder one time per calendar quarter, Parent shall prepare, file and use reasonable best efforts to have declared effective by the SEC an additional shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of any Registrable Securities acquired after the Closing Date; provided, that such registration statement to become effective no later than securities were not acquired in violation of this Agreement (each a “Registration Statement” and, together with the expiration of the Lock-Up Period. Upon filing the Shelf Initial Registration Statement, the Company “Registration Statements”). If, at the time of filing of a Registration Statement, the Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to keep such Shelf have the Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable (with such date on which the Registration Statement becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Holder(s) included in the Registration Statement a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Holder(s), addressed to the Holder(s), including, confirming that the Registration Statement is effective and that all of the Closing Shares and any other Registrable Securities have been duly registered and, subject to the transfer restrictions contained in Section 4 of this Agreement, are freely transferable and that all of the Closing Shares and any other Registrable Securities have been admitted for listing on the NASDAQ Global Select Market.
Appears in 2 contracts
Sources: Stockholder Rights Agreement (Level 3 Communications Inc), Stockholder Rights Agreement (Singapore Technologies Telemedia Pte LTD)
Shelf Registration Statement. In the event that (i) No later than the expiration Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law, rule, regulation or order or interpretation of the Lock-Up PeriodStaff, (ii) the Exchange Offer is not for any other reason completed by March 27, 2006 or (iii) upon completion of the Exchange Offer, and upon the request of the Initial Purchaser, with respect to the Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by such Initial Purchaser following consummation of the Exchange Offer, the Company and the Guarantors shall file with use their commercially reasonable efforts to (x) cause to be filed as soon as practicable after such determination, date or request, as the SEC case may be, a shelf Shelf Registration Statement (on Form S-3 to providing for the extent permissible) (a “Shelf Registration Statement”) covering the resale sale of all the Registrable Securities, Securities by the Holders thereof and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep (y) have such Shelf Registration Statement declared effective with by the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing as promptly as practicable after it is filed. In the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities event that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated and the Guarantors are required to file a Shelf Registration Statement pursuant to this Agreementclause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have declared effective by the SEC both an automatic shelf registration statement Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchaser after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the Securities Act with respect to the Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or (ii) are no longer restricted securities, as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of 144 under the Securities Act and or any successor rule thereof (the rules and regulations of foregoing, the SEC thereunder, that covers the Registrable Securities“Shelf Effectiveness Period”). The Company shall pay and the registration fee for all Registrable Securities Guarantors further agree to be registered pursuant to an Automatic Shelf Registration Statement at supplement or amend the time of filing of the Automatic Shelf Registration Statement and shall not elect the related Prospectus, if required by the rules, regulations or instructions applicable to pay any portion of the registration fee on a deferred basis. If at any time following form used by the filing of an Automatic Company and the Guarantors for such Shelf Registration Statement when or by the Company is required to re-evaluate its WKSI status Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by the Company determines that it is not a WKSI, Initial Purchaser or by the Company shall use its reasonable best efforts to post-effectively amend Trustee on behalf of the Automatic Holders of the Registrable Securities covered by such Shelf Registration Statement with respect to a information relating to such Holders, and to use their commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To and Prospectus to become usable as soon as thereafter practicable. The Company and the extent that Guarantors agree to furnish to the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Holders of Registrable Securities for resale not later than thirty (30) calendar days copies of any such supplement or amendment promptly after its being used or filed with the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableSEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ethan Allen Interiors Inc), Purchase Agreement (Ethan Allen Interiors Inc)
Shelf Registration Statement. (ia) No The Company shall, as soon as practicable after the Closing, but in any event within fifteen (15) calendar days after the Closing (or such later than the expiration of the Lock-Up Period, date as mutually agreed in writing by the Company shall and the Holders), file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering ), under the Securities Act to permit the public resale of all the Registrable Securities, Securities by the Holders from time to time as permitted by Rule 415 under the Securities Act and shall use commercially reasonable best efforts to cause such registration statement Registration Statement to become or be declared effective no later than as soon as practicable after the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statementthereof, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, including by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file filing an automatic shelf registration statement (as defined that becomes effective upon filing with the Commission in accordance with Rule 405 462(e) under the Securities Act to the extent the Company is then a WKSI. Following the effective date of the Securities ActShelf Registration Statement or when a supplement to any prospectus forming a part of the Shelf Registration Statement has been filed, the Company shall notify the Holders of the effectiveness of the Shelf Registration Statement.
(b) The Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Corporation, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (an “Automatic or any successor or similar rule adopted by the Commission then in effect) at any time beginning on the effective date for the Shelf Registration Statement. The Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to the Holders and requested by the Holders.
(c) The Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that the Shelf Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities by the Holders until all of the Registrable Securities have ceased to be Registrable Securities or the earlier termination of this Agreement (as to all Holders) pursuant to Section 5.2 (the “Effectiveness Period”).
(d) When the Shelf Registration Statement is effective, (i) such Registration Statement (including the documents incorporated therein by reference) will comply as to form in accordance all material respects with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations will not contain an untrue statement of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities a material fact or omit to state a material fact required to be registered pursuant stated therein or necessary to an Automatic Shelf Registration Statement at make the time statements therein not misleading and (ii) in the case of filing of any prospectus contained in the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement, such prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Chesapeake Energy Corp), Registration Rights Agreement (Chesapeake Energy Corp)
Shelf Registration Statement. (a) The Company shall:
(i) No later prepare and, no more than 90 days after the expiration date of the Lock-Up Periodthis Agreement, the Company shall file with the SEC a shelf Registration Statement in respect of all the Registrable Securities on an appropriate form for a secondary offering to be made on a continuous basis by the Company pursuant to Rule 415 (on Form S-3 to the extent permissible) (a “"Shelf Registration Statement”"); and
(ii) covering the resale of all Registrable Securitiessubject to Section 3 hereof, and shall use reasonable its best efforts to cause such registration statement the Shelf Registration Statement to become effective no later than as soon as practicable after such filing. In addition to the expiration Registrable Securities, the Company may include in the Shelf Registration Statement shares of Common Stock held by any holder of equity securities of the Lock-Up Company or any securities convertible into or exercisable or exchangeable for such equity securities, which holder is entitled by written agreement with the Company to have some or all of such securities included in the Shelf Registration Statement.
(b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective at all times until such date as is the earlier of: (i) the date on which all of the Registrable Securities have been sold, (ii) the date on which all of the Registrable Securities may be immediately sold to the public without registration conditions or limitations whatsoever (including limitations or restrictions related to affiliates), whether pursuant to Rule 144 or otherwise, and (iii) subject to this Section and Section 3, the date which is two years after the date hereof. (The period of time commencing on the date the Shelf Registration Statement is declared effective and, subject to this Section and Section 3, ending on the earliest of the foregoing dates is referred to as the "Registration Period.") Subject to Section 3 hereof, the Company shall use its best efforts to amend or supplement the Prospectus contained in the Shelf Registration Statement in order to permit such Prospectus to be lawfully delivered until the end of the Registration Period. Upon filing The Registration Period shall be extended by duration of (i) any period during which a Holder is unable to utilize the Prospectus until the Company amends or supplements the related Registration Statement pursuant to Section 4(h), and (ii) any Blackout Period.
(c) In addition to complying with the requirements of Section 4, in connection with the Shelf Registration Statement, the Company shall use its reasonable best efforts (i) mail to each Holder a copy of the Prospectus forming part of the Shelf Registration Statement, and (ii) otherwise comply in all respects with all applicable federal securities laws, rules and regulations.
(d) Each Holder shall notify the Company at least five business days prior to any sale of Registrable Securities by such Holder pursuant to the Shelf Registration Statement. During such five-day period, the Company shall have the right to notify Holder that the Holder may not sell Registrable Securities pursuant to the Shelf Registration Statement due to either a Blackout Period or Holdback Period then being in effect or then being invoked. Upon such notice being provided, Holder shall not sell any Registrable Securities pursuant to the Shelf Registration Statement until the Company has notified Holder that the Blackout Period or Holdback Period, as applicable, is no longer in effect.
(e) Subject to Sections 3 and 4 hereof, the Company shall promptly supplement or amend the Shelf Registration Statement if required by the Securities Act to keep such Shelf Registration Statement effective with during the SEC at all times and to re-file such Shelf Registration Statement upon its expirationPeriod, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be if reasonably requested by the Holders or as otherwise required, until such time as all of at least 30% of the Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement then transferable pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new such Shelf Registration Statement.
(iiif) To Each Holder shall notify the extent Company promptly, but in any event within three business days, after the date on which all Registrable Securities owned by such Holder have been sold by such Holder so that the Company becomes ineligible may comply with its obligation to use Form S-3, terminate the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date Shelf Registration Statement in accordance with Item 512 of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.Regulation S-K.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lasersight Inc /De), Registration Rights Agreement (Lasersight Inc /De)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (on Form S-3 to the extent permissible) (a “Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and ). The Issuers shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer outstanding.
cease to be outstanding or (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of the filing of a post-effective amendment to the Automatic Initial Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to rewhere such post-evaluate its WKSI status the Company determines that it effective amendment is not a WKSI, the Company shall use its reasonable best efforts yet effective and needs to post-effectively amend the Automatic Shelf Registration Statement be declared effective to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.
Appears in 2 contracts
Sources: Registration Rights Agreement (Meritage Homes CORP), Registration Rights Agreement (Meritage Homes CORP)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall agrees to use commercially reasonable efforts to submit to or file with the SEC within thirty (30) days after the Closing Date a shelf Registration Statement (registration statement on Form S-3 S-1 or such other form of registration statement as is then available to effect a registration under the extent permissible) Securities Act permitting the offer and resale of Registrable Securities from time to time under Rule 415 under the Securities Act (a the “Shelf Registration Statement”), and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof but no later than the earlier of (a) covering the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing; and the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. A Registration Statement filed pursuant to this Section 3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, any Holder pursuant to its review of such Registration Statement under Section 6.1(k) of this Agreement. The Company shall use its commercially reasonable efforts to effect any such Shelf Registration Statement and to keep it continuously effective until such date on which the securities covered by such Shelf Registration Statement are no longer Registrable Securities. During the period that the Shelf Registration Statement is effective, the Company shall supplement or make amendments to the Shelf Registration Statement to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all securities covered by such Shelf Registration Statement have ceased to be Registrable Securities, and shall use reasonable best efforts .
(b) With respect to cause such a Demand Registration Notice to be delivered at any time after the first date on which the Company is eligible to file a registration statement to become effective no later than under the expiration of the Lock-Up Period. Upon filing the Shelf Securities Act on Form S-3 or such similar or successor form as may be appropriate (an “S-3 Registration Statement”), a Demanding Holder may include in the Demand Registration Notice a request that the Company effect an S-3 Registration Statement. In such event, the Company shall use its reasonable best efforts be required to keep effect an S-3 Registration Statement, subject to the conditions and in accordance with the terms hereof, unless at the time of such request, Form S-3 or such similar or successor form is not available to the Company for such offering.
(c) At any time and from time to time after the effectiveness of a Shelf Registration Statement or S-3 Registration Statement (and, during the Transfer Restriction Period, subject to the provisions of Article III of the Stockholders Agreement), any Holder with Registrable Securities included on such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf or S-3 Registration Statement upon (a “Takedown Holder”) may request to sell all or any portion of its expiration, and subject to Sections 3(f) and (g), to cooperate Registrable Securities included thereon in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related an underwritten offering that is registered pursuant to such Shelf Registration Statement as may or S-3 Registration Statement (an “Underwritten Shelf Takedown”); provided that such Takedown Holder(s) will be reasonably requested by entitled to make such request only if (x) the Holders or as otherwise required, until such time as all Registrable Securities that could total offering price of the Shares to be sold in such Shelf Registration Statement have been offering (before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $50 million or (y) the Shares to be sold or are no longer outstanding.
(ii) If in such offering will not exceed $50 million but represent all of the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementremaining Registrable Securities held by the Takedown Holder(s). Notwithstanding the foregoing, the Company shall file only be obligated to effect one Underwritten Shelf Takedown within any 90-day period. Any requests for an automatic shelf registration statement Underwritten Shelf Takedown shall be made by giving written notice to the Company (as defined in Rule 405 of the Securities Act) on Form S-3 (an a “Automatic Shelf Registration StatementTakedown Request Notice”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities). The Company Takedown Request Notice shall pay specify the registration fee for all approximate number of Registrable Securities to be registered pursuant to an Automatic sold in the Underwritten Shelf Registration Statement at the time Takedown. Within five (5) calendar days after receipt of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSITakedown Request Notice, the Company shall use its reasonable best efforts give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) to post-effectively amend all other Holders and, subject to the Automatic provisions of Section 3.1(e) hereof, shall include in the Underwritten Shelf Registration Statement Takedown all Registrable Securities with respect to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that which the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities has received written requests for resale not later than thirty inclusion therein within three (303) calendar days after sending the date Takedown Offer Notice.
(d) Notwithstanding any other provision of this Section 3.1, if the managing underwriter or underwriters advises the Company that in the opinion of such ineligibility underwriter(s), the distribution of all of the Registrable Securities requested to be sold in an Underwritten Shelf Takedown would materially and use its reasonable best efforts adversely affect the proposed offering price, timing, distribution method or probability of success of such offering, then the number of Registrable Securities that may be included in such Underwritten Shelf Takedown shall be allocated (A) first, to have the Takedown Holders and the other Holders electing to sell their Registrable Securities pursuant to the Takedown Offer Notice, on a pro rata basis based on the relative number of Registrable Securities then held by each such registration statement declared effective Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as promptly as practicableapplicable; and (B) second, to the other persons proposing to sell securities in such Underwritten Shelf Takedown, if any; provided, however, that the number of Registrable Securities to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are entirely excluded from such Underwritten Shelf Takedown.
Appears in 2 contracts
Sources: Registration Rights Agreement (Vacasa, Inc.), Registration Rights Agreement (TPG Pace Solutions Corp.)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall (a) as soon as reasonably practicable within sixty (60) days after the Effective Date, file with the SEC Commission a shelf Registration Statement registration statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering under the resale Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities, Securities subject to the Shelf Registration Statement and shall (b) use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become effective no as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the expiration of Effective Date if the Lock-Up Period. Upon filing Company receives comments to the Shelf Registration Statement, Statement from the staff of the Commission (“SEC Comments”) or ninety (90) days after the Effective Date if the Company does not receive SEC Comments. The Company shall use its reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement and the Shelf Prospectus as may be necessary to keep such Shelf Registration Statement effective and to comply with the SEC at provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all times Registrable Securities subject thereto during the period (the “Shelf Registration Statement Effective Period”) beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and ending on the earliest to re-file occur of (i) 36 months after the effective date of such Shelf Registration Statement upon its expirationStatement, and (ii) the date on which all the Registrable Securities subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether thereto have been sold or not underwritten, by amending or supplementing the Prospectus related distributed pursuant to such Shelf Registration Statement as may be reasonably requested by or (iii) the Holders or as otherwise required, until such time as date when all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement first become eligible for sale pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of 144 under the Securities Act and the rules and regulations of the SEC without volume limitation or other restrictions on transfer thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (NRC Group Holdings Corp.)
Shelf Registration Statement. (ia) No later than Parent shall use its commercially reasonable efforts to prepare and file, as soon as reasonably practicable following the expiration of the Lock-Up Restricted Period, a registration statement covering the Company shall file with sale or distribution from time to time by any Investor Party holding Registrable Securities (each such Investor Party, a “Holder”), on a delayed or continuous basis pursuant to Rule 415 of the SEC a shelf Registration Statement (Securities Act, of all of the Registrable Securities of such Holder on Form S-3 to the extent permissibleor any successor form thereto (“Form S-3”) (a except if Parent is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by each Holder in accordance with any reasonable method of distribution elected by such Holder) (the “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall further use its commercially reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than by the expiration of Commission as soon as reasonably practicable after the Lock-Up Period. Upon filing thereof (it being agreed that the Shelf Registration StatementStatement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to Parent).
(b) Subject to Section 4.3(c), the Company shall Parent will use its commercially reasonable best efforts to keep such the Shelf Registration Statement continuously effective with under the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, Securities Act until such time as all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold or are no longer outstandingotherwise cease to be Registrable Securities. Parent shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by Parent for such Shelf Registration Statement.
(c) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to Parent (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 in an Underwritten Offering (a “Shelf Offering”), then Parent shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering; provided, that Parent shall not be obligated to effect more than three (3) Shelf Offerings during any twelve (12) month period or to effect any Shelf Offering for less than the Registrable Amount.
(d) In connection with any Shelf Offering, if the lead managing underwriter(s) advises Parent and each Holder participating in such Shelf Offering that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Shelf Offering would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall be included in such Shelf Offering only such securities as the lead managing underwriter(s) advises can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(f). Except as otherwise expressly specified in this Section 4.3, any Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Shelf Offering were a Demand Registration), including Section 4.1(e)(ii), Section 4.1(g) and Section 4.1(h).
(e) If any of the Registrable Securities is to be sold in a Shelf Offering initiated by a Holder, the Holder or Holders of a majority of the Registrable Securities to be sold in such Shelf Offering shall select the investment banker(s) and manager(s) that will serve as managing underwriter(s) (including which such managing underwriter(s) will serve as lead or co-lead) and underwriter(s) with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be acceptable to Parent (such acceptance not to be unreasonably withheld, conditioned or delayed).
(f) If a Person entitled to the benefits of this Agreement becomes a Holder of Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, Parent shall, as promptly as is reasonably practicable following delivery of written notice to Parent of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement:
(i) if required and permitted by Applicable Law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with Applicable Law; provided, however, that Parent shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 30-day period; and
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement if, pursuant to this Agreementthe foregoing clause (i), the Company Parent shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on have filed a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend effective amendment to the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3effective, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its commercially reasonable best efforts to have cause such registration statement declared post-effective amendment to become effective under the Securities Act as promptly as practicableis reasonably practicable and notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this clause (ii).
Appears in 2 contracts
Sources: Investor Rights Agreement (CARRIER GLOBAL Corp), Investor Rights Agreement (CARRIER GLOBAL Corp)
Shelf Registration Statement. (ia) No later than As a condition to the expiration closing of the Lock-Up Periodtransactions contemplated by the Purchase Agreement, the Company shall file has filed with the SEC a shelf Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering (which shall be an Automatic Shelf Registration Statement (as such term is defined in Rule 405 under the Securities Act) if the Company is then eligible to file such a registration statement) registering for resale of all Registrable SecuritiesSecurities under the Securities Act in accordance with the methods of distribution elected by the Holders and set forth in the Registration Statement, and and, if applicable, shall use its commercially reasonable best efforts to cause such registration statement the Registration Statement to become effective no later than under the expiration of the Lock-Up PeriodSecurities Act. Upon filing the Shelf Registration Statement, the The Company shall use its commercially reasonable best efforts to keep such Shelf the Registration Statement continuously effective with under the SEC at all times and Securities Act in order to re-permit the Prospectus forming a part thereof to be usable by the Holders until the date as of which there are no Registrable Securities outstanding. Without limiting the foregoing, the Company shall, to the extent not included in the Registration Statement, file on the Closing Date (as such Shelf Registration Statement upon its expiration, and term is defined in the Purchase Agreement) a Prospectus supplement naming each such Holder (subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be receipt of information reasonably requested by the Holders or as otherwise required, until Company necessary to complete such time as all Registrable Securities that could be sold in such Shelf Prospectus supplement). The Registration Statement have been sold or are no longer outstanding.
when declared effective (iiincluding the documents incorporated therein by reference) If the Company is a well-known seasoned issuer (will comply in all material respects as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance form with the all applicable requirements of the Securities Act and the rules Exchange Act and regulations will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(b) If the continued use of the SEC thereunderShelf Registration Statement at any time would require the Company to make an Adverse Disclosure, that covers the Registrable SecuritiesCompany may, upon written notice of such action to the Holders, suspend use of the Registration Statement (an “Unusual Shelf Suspension”). The Company shall pay the registration fee for all Registrable Securities to be registered pursuant not exercise its right hereunder to an Automatic Unusual Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay Suspension on more than two occasions or in aggregate more than sixty days in any portion of the registration fee on a deferred basissix-month period. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIIn addition, the Company shall may, upon giving written notice to the Holders, suspend the use its reasonable best efforts to post-effectively amend of the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To during regular quarterly periods beginning on the extent first day of the first calendar month of each quarter and ending on the day following the date that the Company becomes ineligible to use Form S-3releases earnings in respect of the previous calendar quarter (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”). In the case of a Shelf Suspension, the Holders shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. The Company shall file a “shelf” immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders, such number of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or make amendments to the Registration Statement, if required by the registration statement on Form S-1 registering form used by the Registrable Securities Company for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts shelf registration or by the instructions applicable to have such registration statement declared effective as promptly as practicableform or by the Securities Act. The Company and Holders agree that March 1, 2017, shall be considered an Unusual Shelf Suspension.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement with respect to resales of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to the extent permissibleSection 3(v)) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act within 180 days after the Closing Date; provided that if any Securities are issued upon exercise of the Lock-Up Periodoption granted to the Initial Purchasers in the Purchase Agreement and the Second Time of Delivery on which such Securities are issued occurs after the Closing Date, the Company will take such steps prior to the effective date of the Shelf Registration Statement to ensure that such Securities and Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. Upon filing The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC.
(1) Not less than 30 calendar days prior to the effectiveness of the Shelf Registration Statement, the Company shall mail the Notice and Questionnaire to the Holders of Registrable Securities. The Company shall take action to name each Holder that is a Notice Holder as of the date that is 2 calendar days prior to the effectiveness of the Shelf Registration Statement so that such Holder is named as a selling security holder in the Shelf Registration Statement at the time of its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder's Registrable Securities in accordance with applicable law. The Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in the Shelf Registration Statement.
(2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Registrable Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Company shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Company, and in any event within five Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder's Registrable Securities in accordance with applicable law, and (ii) if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, however, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Suspension Period.
(c) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' option to purchase additional Securities, (ii) the date on which all the Securities and Common Stock issued or issuable upon conversion thereof may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144) of the Company pursuant to paragraph (k) of Rule 144, (iii) the date as of which all the Securities and Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 or sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.
(d) The Company may suspend the use of the Prospectus for a period not to exceed 45 days in the aggregate in any three-month period or 90 days in the aggregate in any 12-month period (the "Suspension Period") for valid business reasons, to be determined by the Company in its sole reasonable judgment (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events, and provide written notice of such suspension to the Holders prior to suspending such use, which notice need not specify the nature of the event giving rise to such suspension; provided that if use of the Prospectus would require the Company to disclose a previously undisclosed or pending material business transaction, the disclosure of which the Company determines in good faith would be reasonably likely to impede its ability to consummate such transaction, the Company may extend the Suspension Period from 45 to 60 days in the aggregate in any three-month period; provided, further, that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; and provided, further, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages.
(e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Registrable Securities for a period of time (including any Suspension Period) which shall exceed 45 days or 60 days in the aggregate, as applicable, in any three-month period, or 90 days in the aggregate in any 12-month period during the period beginning on the Closing Date and ending on or prior to the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over allotment option (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each Holder of Registrable Securities who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 16.1796 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Registrable Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 16.1796 shares of Common Stock (subject to adjustment as set forth above) constituting Registrable Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages shall cease to accrue in respect of any Registrable Security when it shall cease to be such. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default.
(f) All of the Company's obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full.
(iig) If Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Securities and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is a well-known seasoned issuer defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.
(h) All Securities which are redeemed, purchased or otherwise acquired by the Company or any of its subsidiaries or affiliates (as defined in Rule 405144) (a “WKSI”) at a time when it is obligated prior to file a Shelf Registration Statement the Final Maturity Date shall be delivered to the Trustee for cancellation and the Company may not hold or resell such Securities or issue any new Securities to replace any such Securities or any Securities that any Holder has converted pursuant to this Agreement, the Indenture. All shares of Common Stock issued upon conversion of the Securities which are repurchased or otherwise acquired by the Company shall file an automatic shelf registration statement or any of its subsidiaries or affiliates (as defined in Rule 405 of the Securities Act144) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of shall not be resold or otherwise transferred except pursuant to a registration statement which has been declared effective under the Securities Act and or, in the rules and regulations case of such affiliate of the SEC thereunderCompany, that covers the Registrable Securitiesin compliance with Rule 144. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement3.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than As promptly as practicable following the expiration of the Lock-Up PeriodClosing Date, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Cendant shall use its reasonable best efforts to file and cause to be effective a registration statement on Form S-3 (or other form of registration statement if Form S-3 is not available) for an offering of all of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") and thereafter shall use its reasonable efforts to keep such the Shelf Registration Statement effective with and usable for the SEC at resale of Registrable Securities until the date on which all times and Registrable Securities so registered have been sold pursuant to re-file such the Shelf Registration Statement upon its expiration, and subject (such date being referred to Sections 3(f) and (gas the "Effectiveness Termination Date"), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing . In the Prospectus related to such Shelf Registration Statement as may be reasonably requested by event that Purchaser delivers the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement Additional Cendant Shares pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time Stock Purchase Agreement following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIClosing Date, the Company Cendant shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective (or file a new Shelf Registration Statement.
(iii, if required, in which case all references herein to the Shelf Registration Statement shall include such new Shelf Registration Statement) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablepracticable following the delivery of such Additional Cendant Shares to include such shares, unless such Additional Cendant Shares were already included in the initial Shelf Registration Statement (it being understood and agreed that Cendant may, at its option, include in the initial Shelf Registration Statement an estimated number of Additional Cendant Shares that may be issuable pursuant to the Stock Purchase Agreement).
Appears in 1 contract
Shelf Registration Statement. (i) No later than the expiration of From time to time after the Lock-Up Periodup Termination Date, GT (or, if GT is not entitled to exercise such right pursuant to subsection 2.4, the Holders of a majority-in-interest of the Registrable Securities) (the “Demanding Holder”) shall have the right to make a request in writing for the Company shall to prepare and file with (or confidentially submit to) the SEC Commission a shelf Registration Statement registration statement under Rule 415 of the Securities Act (on Form S-3 to the extent permissible) (such registration statement, a “Shelf Registration Statement”) covering the resale of the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof. Such Shelf Registration Statement 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 Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form F-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form F-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form F-1 into a Shelf Registration Statement on Form F-3.
(a) Following the declaration by the Commission of the effectiveness of a Shelf Registration Statement as described above, and subject to subsection 2.3 and subsection 2.4, the Demanding Holder may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, and shall use reasonable best efforts with a total offering price reasonably expected to cause such registration statement exceed, in the aggregate, the Minimum Demand Threshold, pursuant to become effective no later than the expiration of the Lock-Up Period. Upon filing an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holder shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holder desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than ten (10) Business Days after receipt of a Shelf Underwriting Request, the Company shall use its reasonable best efforts give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to keep the Holders of record of other Registrable Securities registered on such Shelf Registration Statement effective with (“Shelf Registrable Securities”). The Company, subject to subsection 2.1.3, shall include in such Shelf Underwriting (x) the SEC Registrable Securities of the Demanding Holder and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within twenty (20) days after the receipt of the Shelf Underwriting Notice. The Company shall promptly, but subject to subsection 2.3, use its commercially reasonable efforts to effect such Shelf Underwriting. The Company shall, at all times and to re-file the request of the Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement upon its expirationStatement, and subject to Sections 3(f) and (g)file any prospectus supplement or, to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing if the Prospectus related to such applicable Shelf Registration Statement as may be reasonably requested is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Holders Demanding Holder or as otherwise required, until such time as all any other Holder of Shelf Registrable Securities that could be sold in to effect such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of no more than five (5) Shelf Underwritings pursuant to this Agreementsubsection 2.1.1
(a) with respect to any or all Registrable Securities; provided, the Company however, that a Shelf Underwriting shall file an automatic shelf registration statement (as defined in Rule 405 not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities Actrequested by the Demanding Holder to be registered on behalf of the Demanding Holder in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holder shall be entitled to request shall be reduced by each Demand Registration effected for the Demanding Holder pursuant to subsection 2.1.2. Notwithstanding the foregoing, if the Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) on Form S-3 (an “Automatic off of a Shelf Registration Statement”) in accordance with , then notwithstanding the requirements foregoing time periods, the Demanding Holder only needs to notify the Company of the Securities Act Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the rules and regulations Holders of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all record of other Registrable Securities shall not be entitled to be registered pursuant to an Automatic Shelf Registration Statement at the time notice of filing of the Automatic Shelf Registration Statement such Underwritten Block Trade and shall not elect be entitled to pay any portion participate in such Underwritten Block Trade; provided, however, that the Demanding Holder shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration fee on a deferred basis. If at any time following statement, prospectus and other offering documentation related to the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementUnderwritten Block Trade.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. amendment to the Exchange Offer Registration Statement (i) No later than the expiration of the Lock-Up Period, the Company "Initial Shelf Registration Statement"). The Issuers shall file with the SEC a shelf Registration Statement (on Form S-3 to Commission the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer cease to be outstanding.
, (ii) If all Registrable Notes are eligible to be sold to the Company is public pursuant to Rule 144(k) under the Securities Act or (iii) a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of the filing of a post-effective amendment to the Automatic Initial Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to rewhere such post-evaluate its WKSI status the Company determines that it effective amendment is not a WKSI, the Company shall use its reasonable best efforts yet effective and needs to post-effectively amend the Automatic Shelf Registration Statement be declared effective to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than The Company shall, as soon as reasonably practicable following the expiration of the Lock-Up Perioddate hereof, the Company shall file a shelf registration statement with the SEC a shelf Registration Statement (on Form S-3 to permit resales of the extent permissible) (a “Shelf Registration Statement”) covering Registrable Securities pursuant to Rule 415 by the resale of all Registrable SecuritiesHolders from time to time, and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act as soon as reasonably practicable on or after the Acceptance Date. The Company shall supplement or amend the Shelf Registration Statement to the extent required by the rules, regulations or instructions applicable to the registration statement to become effective no later than form used by the expiration of the Lock-Up Period. Upon filing Company for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC.
(b) The Company shall use its commercially reasonable best efforts to keep such the Shelf Registration Statement effective continuously effective, supplemented and amended as required under the Act in order to permit the Prospectus forming a part thereof to be usable and to ensure that the Shelf Registration Statement is available for resale by the Holders in accordance with the intended method or methods of distribution by the Holders set forth in the Shelf Registration Statement or supplement to the Prospectus, until the date that all the shares of Common Stock received by the Stockholders in the Exchange Offer are no longer Registrable Securities (the “Shelf Registration Period”).
(c) Notwithstanding any other provision of this Agreement, the Company may suspend the use of the Prospectus that forms a part of the Shelf Registration Statement for a period not to exceed 60 days in any twelve-month period or 30 days in any three-month period for valid business reasons (not including avoidance of its obligations hereunder) to avoid premature public disclosure of a pending extraordinary corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that the Company promptly thereafter complies with the requirements of Section 2(b) hereof, if applicable. The Company will promptly give the Holders notice of any such suspension and will use its reasonable efforts to minimize the length of the suspension. The Company will, (w) prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by necessary to keep the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold continuously effective for the Shelf Registration Period, (x) cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or are no longer outstanding.
any similar provisions then in force) under the Act, (iiy) If comply with the Company is applicable provisions of Rule 424 under the Act in a well-known seasoned issuer timely manner and (as defined in Rule 405z) (a “WKSI”) at a time when it is obligated comply with the provisions of the Act with respect to file a the disposition of securities covered by the Shelf Registration Statement pursuant to this Agreement, during the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) applicable period in accordance with the requirements intended method or methods of distribution by the Securities Act and Holders set forth in the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at or supplement to the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementProspectus.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Dobson Communications Corp)
Shelf Registration Statement. (ia) No later than Within 30 Business Days after the expiration Company files with the SEC the financial statements required under Item 7 of SEC Form 8-K in connection with the consummation of the Lock-Up Periodtransactions contemplated by the Merger Agreement, the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 relating to the extent permissible) (a “Shelf Registration Statement”) covering offer and sale, by the resale Holders from time to time, of all the Registrable SecuritiesSecurities then outstanding or otherwise then registrable under SEC regulations, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such cause the Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after filing; provided, however, that the Company shall be permitted to satisfy its obligations under this sentence by amending (to the extent permitted by applicable law) the Shelf Registration Statement relating to the offer and sale of the Registrable Securities filed by the Company with the SEC at all times and on November 27, 2002 (Registration No. 333-101537) pursuant to re-file such this Agreement prior to its amendment as of October 6, 2003. Notwithstanding any provision of this Agreement to the contrary, the Shelf Registration Statement upon its expiration, and subject may also register the offering of the securities that have shelf registration rights pursuant to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such WCAS Registration Rights Agreement. The Company shall notify each Holder of the date on which the Shelf Registration Statement as is declared effective.
(b) If a Holder wishes to sell, transfer or otherwise dispose of Registrable Securities pursuant to the Shelf Registration Statement, such Holder shall deliver to the designated representative of the Company a written notice (a "Shelf Resale Notice") of such Holder's good-faith present intention to sell, transfer or otherwise dispose of some or all of such Holder's Registrable Securities, and the number and type of Registrable Securities such Holder proposes to sell, transfer or otherwise dispose of. Upon receipt of each Shelf Resale Notice, the Company shall, no later than the second Business Day after such Shelf Resale Notice has been given, either (i) provide a Suspension Period Notice or (ii) give written notice (a "Company Shelf Response") to the Holder who gave such Shelf Resale Notice stating that the prospectus relating to the Registration Statement is current and that the Registrable Securities covered by the Shelf Resale Notice may be reasonably requested by resold within ten Business Days after receipt of such Company Shelf Response. If the Holders Company does not respond within such two Business Days, it shall be deemed to have given a Company Shelf Response. Any Holder who receives or as is deemed to have received a Company Shelf Response shall then have ten Business Days after receipt of such Company Shelf Response in which to sell, transfer or otherwise requireddispose of the shares subject to the Shelf Resale Notice. If such Holder does not sell, until transfer or otherwise dispose of such time as all Registrable Securities that could within such period, the Holder shall be sold required to deliver another Shelf Resale Notice and comply again with the other requirements of this Section 3(b) before selling, transferring or otherwise disposing of Registrable Securities pursuant to the Shelf Registration Statement. All notices pursuant to this Section 3(b) shall be provided by facsimile transmission or electronic mail delivery and confirmed by direct telephonic communication with the Company's designated representative referred to in such Section 19.
(c) The Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If shall cover the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 offering and sale of the Registrable Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) only in accordance with the requirements methods of distribution described in Exhibit A attached to this Agreement (the "Plan of Distribution"), which shall be included in the Prospectus forming part of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To . Notwithstanding the extent that the Company becomes ineligible foregoing, if any Holder wishes to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the effect an Underwritten Offering of Registrable Securities for resale not later than thirty (30) calendar days after pursuant to the date Shelf Registration Statement, such Holder shall be required to exercise a demand registration right pursuant to, and shall have the rights and obligations of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablea Holder under, Section 4.
Appears in 1 contract
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (on Form S-3 to the extent permissible) (a “"Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and "). The Issuers shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred; provided that the Shelf Registration Statement shall not be declared effective on or prior to June 1, 2003 and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer cease to be outstanding.
, (ii) If all Registrable Notes are eligible to be sold to the Company is public pursuant to Rule 144(k) under the Securities Act or (iii) a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of the filing of a post-effective amendment to the Automatic Initial Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to rewhere such post-evaluate its WKSI status the Company determines that it effective amendment is not a WKSI, the Company shall use its reasonable best efforts yet effective and needs to post-effectively amend the Automatic Shelf Registration Statement be declared effective to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall file with the SEC filed a shelf Registration Statement (registration statement on Form S-3 to the extent permissible(File No. 333-265488) (a the “Shelf Registration Statement”) covering with the resale Commission on June 8, 2022, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act in the form of all Registrable Securities, and an automatic shelf registration statement. The Company shall use reasonable best efforts file with the Commission as soon as reasonably practicable a prospectus supplement to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration StatementStatement registering the Registrable Securities. The Company’s obligations to register the Registrable Securities of any Applicable Shareholder shall be expressly conditioned upon the Company’s prior receipt of all information and materials regarding such Applicable Shareholder as specified in Section 6.1(f) and the taking of all action required to be taken by such Applicable Shareholder under this Agreement with respect thereto.
(b) So long as any Registrable Securities remain outstanding, the Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for the maximum period permitted by the SEC rules, and shall replace such Shelf Registration Statement effective at or before expiration with a successor Shelf Registration Statement, until the SEC at date on which all times and to re-file such Registrable Securities covered by the Shelf Registration Statement upon have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement. In furtherance thereof, the Company shall be liable for and promptly indemnify Amazon for all Losses (as defined below) incurred by Amazon or its expirationAffiliates resulting from the inability to sell Registrable Securities due to the Shelf Registration Statement not being continuously effective because of the unavailability of audited or other required financial statements of the Company or any other Person; provided, however, that this clause (b) shall not apply to the 2017 Warrant Shares.
(c) The rights of each Applicable Shareholder under this Agreement may not be assigned by an Applicable Shareholder to any other Person unless such a transfer is (1) to a charitable organization, (2) from an Applicable Shareholder to its partners (whether general or limited), members, stockholders or subsidiaries, (3) to an affiliate (as defined in Rule 405 under the Securities Act), (4) in accordance with the transfer provisions set forth in Section 4.4 or (5) with the prior written consent of the Company. Prior to a permitted transfer of rights under this Agreement, the Applicable Shareholder must furnish the Company with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to the Company by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby.
(d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Applicable Shareholders of Registrable Securities, to require such Applicable Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to the Applicable Shareholders of Registrable Securities included in the Shelf Registration Statement a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon such notice by the Company, each of the Applicable Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and subject to Sections 3(fpromptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (gor until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Applicable Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.
(e) After the expiration of any Blackout Period and without any further request from an Applicable Shareholder, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
(f) At any time that a Shelf Registration Statement is effective, if any Applicable Shareholder delivers a notice to the Company stating that it intends to sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), to cooperate in any shelf take-downthen, whether as soon as reasonably practical, the Company shall amend or not underwritten, by amending or supplementing supplement the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until necessary in order to enable such time as all Registrable Securities to be distributed pursuant to the Shelf Offering. Any time that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this AgreementOffering involves a marketed underwritten Shelf Offering, the Company shall file an automatic shelf registration statement select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as defined lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the Applicable Shareholders (such acceptance not to be unreasonably withheld, conditioned, or delayed).
(g) An Applicable Shareholder of Registrable Securities to be included in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) Statement shall furnish to the Company such information regarding such Applicable Shareholder, the Registrable Securities held by such Applicable Shareholder and the offer and sale or other distribution proposed by such Applicable Shareholder as the Company may reasonably request and as shall be required in accordance connection with any registration, qualification or compliance contemplated by this Agreement, under applicable legal requirements in order to permit the Company to comply with all applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay Exchange Act in connection with the registration fee for of all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableApplicable Shareholder under the Securities Act.
Appears in 1 contract
Shelf Registration Statement. (i) No later than The Company shall, as promptly as practicable after the expiration date of the Lock-Up PeriodShelf Notice, file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "SHELF REGISTRATION STATEMENT"). If the Company (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC a shelf the Shelf Registration Statement (on Form S-3 or prior to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, Filing Date and shall use reasonable its best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration StatementStatement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall use its reasonable best efforts to keep file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Shelf Registration Statement within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration Statement to be declared effective with under the SEC at all times and to re-file such Securities Act as promptly as practicable thereafter (but in no event more than 90 days after delivery of the Shelf Notice). The Shelf Registration Statement upon shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). No Holder of Registrable Securities shall be entitled to include any of its expiration, and subject to Sections 3(f) and (g), to cooperate Registrable Securities in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, Agreement unless such Holder furnishes to the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules Trustee in writing, after receipt of a written request therefor, such information ("HOLDER INFORMATION") as the Company and regulations of the Trustee after conferring with counsel with regard to information relating to Holders that would be required by the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic included in such Shelf Registration Statement at the time of filing of the Automatic or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisor Prospectus included therein. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the The Company shall use its reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement to a continuously effective under the Securities Act until (i) the date which is two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or (ii) such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement that is not automatically effective or file a new have been sold in the manner set forth and as contemplated in the Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Callon Petroleum Co)
Shelf Registration Statement. (ia) No later than In the expiration event that the Company intends to file a shelf registration statement registering the resale of the Lock-Up Period, shares of Common Stock issuable upon conversion of the Securities for which the beneficial owners of the Securities have timely delivered a completed Notice and Questionnaire (and other information that may be required to be delivered to the Company) to the Company shall file in accordance with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) this Section 6.15 (a “Shelf Registration Statement”) covering ), the resale Company shall deliver to the Trustee and the Holders notice of all Registrable the anticipated filing date of the Shelf Registration Statement at least 15 Business Days prior to such anticipated filing date. Each beneficial owner of the Securities, in order to be named in the Shelf Registration Statement at the time of its initial effectiveness, will be required to deliver a Notice and shall use reasonable best efforts Questionnaire to cause such registration statement the Company at least eight Business Days prior to become effective no later than the expiration anticipated filing date of the Lock-Up PeriodShelf Registration Statement as set forth in the notice described in the immediately preceding sentence.If a beneficial owner of the Securities does not timely complete and deliver a Notice and Questionnaire or provide the other information the Company may reasonably request in writing, that beneficial owner will not be named as a selling securityholder in the prospectus included in the Shelf Registration Statement and will not be permitted to sell shares of Common Stock received pursuant to Section 6.05 hereof under the Shelf Registration Statement. Upon filing From and after the initial effective date of the Shelf Registration Statement until 10 days after the initial effective date of the Shelf Registration Statement, the Company shall use its commercially reasonable best efforts efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered to keep such the Company, (i) if required by applicable law, to file with the SEC a post-effective amendment to the Shelf Registration Statement effective with or to prepare and, if permitted or required by applicable law, to file a supplement to the SEC at all times and to re-file such prospectus included in the Shelf Registration Statement upon its expiration, or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the beneficial owner of the Securities delivering such Notice and subject to Sections 3(f) and (g), to cooperate Questionnaire is named as a selling securityholder in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may and the related prospectus, and so that such beneficial owner is permitted to deliver such prospectus to purchasers of the Common Stock received pursuant to Section 6.05 hereof in accordance with applicable law (provided that the Company shall not be reasonably requested by required to file more than two such supplements or post-effective amendments) and, if the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Company shall file a post-effective amendment to the Shelf Registration Statement have been sold or are no longer outstanding.
Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement provide such beneficial owner, upon request, copies of any documents filed pursuant to this AgreementSection 6.15(a)(i) hereof; and (iii) notify such beneficial owner as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 6.15(a)(i) hereof; provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall file an automatic shelf registration statement so inform the beneficial owner delivering such Notice and Questionnaire and shall take the actions set forth in clauses (as defined in Rule 405 i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any beneficial owner of Securities Act) on Form S-3 (an “Automatic that has not delivered a Notice and Questionnaire to the Company as a selling securityholder in the Shelf Registration Statement or related prospectus.The Company may require each beneficial owner of Securities, the underlying shares of Common Stock of which is to be permitted to be sold pursuant to the Shelf Registration Statement”) in accordance with , to furnish to the requirements of Company such information regarding the Securities Act beneficial owner and the rules and regulations distribution of such shares of Common Stock as the SEC thereunder, that covers Company may from time to time reasonably require for inclusion in the Registrable SecuritiesShelf Registration Statement. The Company shall pay may exclude from the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at such shares of Common Stock of any beneficial owner of Securities that unreasonably fails to furnish such information within a reasonable time after receiving such r▇▇▇▇▇▇.▇▇ the time of filing of event that the Automatic Shelf Registration Statement becomes effective or is declared effective by the SEC, as the case may be, and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required exercises its right to re-evaluate its WKSI status redeem the Company determines that it is not a WKSISecurities pursuant to Section 3.01, the Company shall use its commercially reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act in order to permit the prospectus forming part thereof to be usable by the selling securityholders named therein for a period (the “Shelf Registration Period”) initially equal to the period specified in Section 3.09(b)(i)(2); provided that the Shelf Registration Period shall be extended by the number of days in any Deferral Period (provided further that no such extension shall be required to extend beyond the Resale Restriction Termination Date).
(b) Upon the occurrence or existence of any pending corporate development, public filings with the SEC or any other material event that, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To and the extent that the Company becomes ineligible to use Form S-3related prospectus, the Company shall file give notice (without notice of the nature or details of such events) to the Trustee and the Holders that the availability of the Shelf Registration Statement is suspended and, upon the delivery of such notice, each beneficial owner will be deemed to agree: (i) not to sell any shares of Common Stock pursuant to the Shelf Registration Statement until such beneficial owner receives copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus; and (ii) to hold such notice in confidence (any such period, a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableDeferral Period”).
Appears in 1 contract
Shelf Registration Statement. (ia) No later than Subject to the expiration of the Lock-Up Periodterms and conditions hereof, the Company shall file with as soon as reasonably practicable after the SEC date hereof, but in no event later than 30 days after such date, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a shelf Registration Statement (registration statement on Form S-3 or, if such form is not available to the extent permissible) Company, Form S-1, providing for an offering to be made on a continuous basis in accordance with Rule 415 under the Securities Act relating to the offer and sale, from time to time, of all of the Registrable Securities (a the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with or any successor form thereto, but shall register the requirements specific number of the Registrable Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement in accordance with such automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following .
(b) The Company shall use its commercially reasonable efforts to keep the filing of an Automatic Shelf Registration Statement when continuously effective for the Company is required to re-evaluate its WKSI status maximum period permitted by the Company determines that it is not Commission’s rules, and shall replace such Shelf Registration Statement at or before expiration with a WKSIsuccessor Shelf Registration Statement, until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement. In furtherance thereof, the Company shall use its reasonable best efforts to post-effectively amend be liable for and promptly indemnify Amazon if the Automatic Shelf Registration Statement is not continuously effective.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”), to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to the Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are -18- met. Such certificate shall contain an estimate of the anticipated length of the Blackout Period. Upon such notice by the Company, each of the Holders covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential and promptly halt any offer, sale, trading, or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination, or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company).
(d) After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, and file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
(e) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that is not automatically effective it intends to sell all or file part of its Registrable Securities included on the Shelf Registration Statement (a new “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed in accordance with the Shelf Offering. Notwithstanding any other provision of this Agreement, no other holders of securities of the Company shall be entitled to receive any notice of or have its securities included in any such Shelf Offering, including any block sale off of the Shelf Registration Statement.
(iiif) To the extent Any time that the Company becomes ineligible to use Form S-3a Shelf Offering involves a marketed underwritten Shelf Offering, the Company shall file a “shelf” registration statement on Form S-1 registering select the Registrable Securities for resale not later than thirty investment banker(s) and manager(s) that will serve as managing underwriters (30including which such managing underwriters will serve as lead or co-lead) calendar days after and underwriters with respect to such Shelf Offering; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableapplicable Holder.
Appears in 1 contract
Sources: Transaction Agreement (Fabrinet)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall file with the SEC a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(d)(iv) is applicable (on Form S-3 to the extent permissible) (a “"Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period"). Upon filing the Shelf Registration Statement, the The Company shall use its reasonable best efforts to keep such file with the SEC the Initial Shelf Registration Statement effective with on or prior to the SEC at all times and to re-file such applicable Filing Date. The Initial Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may shall be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securitiesbut not including any underwritten offerings). The Company shall pay not permit any securities other than the registration fee for all Registrable Securities to be registered pursuant to an Automatic included in the Initial Shelf Registration Statement at the time of filing of the Automatic or any Subsequent Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis(as defined below). If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the The Company shall use its reasonable best efforts to post-effectively amend cause the Automatic Initial Shelf Registration Statement to a be declared effective under the Securities Act on or prior to the applicable Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date that is not automatically effective two years from the Closing Date or file such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or, if applicable, a new Subsequent Shelf Registration Statement.
, or cease to be outstanding or cease to be Registrable Securities (iii) To the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent that required to permit dealers to comply with the Company becomes ineligible to use Form S-3, applicable prospectus delivery requirements of Rule 174 under the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility Act and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableotherwise provided herein.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than The Company, CSK Corp. and the expiration of Subsidiary Guarantors shall, at the Lock-Up PeriodCompany’s expense, the Company shall prepare and file with the SEC within 90 calendar days following the Closing Date a shelf Shelf Registration Statement (on Form S-3 with respect to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration resales of the Lock-Up Period. Upon filing Transfer Restricted Securities by each Holder that is an Election Holder from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the Shelf Registration Statement, the Company methods of distribution elected by such Election Holders in an Election and Questionnaire and thereafter shall use its reasonable best efforts to keep cause such Shelf Registration Statement to be declared effective with under the SEC at all times Securities Act within 180 calendar days after the Closing Date; provided that if any Additional Securities are issued and the date on which such Additional Securities are issued occurs after the Closing Date, the Company, CSK Corp. and the Subsidiary Guarantors will take such steps, prior to re-file the effective date of the Shelf Registration Statement, to ensure that such Additional Securities and the shares of Common Stock issuable upon exchange thereof are included in the Shelf Registration Statement upon its expirationon the same terms as the Securities issued on the Closing Date. The Company, CSK Corp. and subject the Subsidiary Guarantors shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to Sections 3(fthe registration form used by the Company and CSK Corp. for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC.
(b) (i) The Company, CSK Corp. and (g), the Subsidiary Guarantors shall take action to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing name each Holder that is an Election Holder as of the Prospectus related date that is ten Business Days prior to such the effectiveness of the Shelf Registration Statement as may be reasonably requested by a selling securityholder in the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company, CSK Corp. and the Automatic Shelf Registration Statement and Subsidiary Guarantors shall not elect be under no obligation to pay name any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement Holder that is not automatically effective or file an Election Holder as a new selling securityholder in the Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodSubject to Section 1.3, the Company shall agrees that, as soon as reasonably practicable after the date hereof, the Company will file with the SEC Commission (at the Company’s sole cost and expense) a shelf Registration Statement registration statement registering the resale of the Registrable Securities (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to have the Shelf Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof and in any event before the 6-month anniversary of the date hereof.
(b) covering Subject to Section 1.3, the resale Company agrees to use reasonable best efforts to keep a Shelf Registration Statement continuously effective until (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of all distribution in the prospectus included in the Shelf 2 Registration Statement, or (ii) the date on which this Agreement terminates pursuant to Section 3.1.
(c) The Tencent Investor agrees to disclose its ownership to the Company upon request. The Company’s obligations to include the Registrable Securities in the Shelf Registration Statement are contingent upon the Tencent Investor furnishing in writing to the Company such information regarding the Tencent Investor, the securities of the Company held by the Tencent Investor and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall use reasonable best efforts to cause execute such documents in connection with such registration statement to become effective no later than as the expiration Company may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Lock-Up Period. Upon filing Registrable Securities proposed to be registered under the Shelf Registration StatementStatement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities or otherwise, such Shelf Registration Statement shall register the resale of a number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission; provided, however, that the Company shall use its reasonable best efforts to keep include such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold are not registered due to such limitation in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days soon as practicable after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableis permitted by the Commission.
Appears in 1 contract
Sources: Registration Rights Agreement (Global Blue Group Holding AG)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall prepare and file with the SEC on or prior to January 15, 2003 a shelf Shelf Registration Statement (on Form S-3 with respect to resales of the extent permissible) (a “Shelf Registration Statement”) covering Registrable Securities by the resale Holders in accordance with the methods of all Registrable Securities, distribution specified by such Holders and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act by March 31, 2003. The Company shall promptly supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration statement to become effective no later than form used by the expiration of the Lock-Up Period. Upon filing Company for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC.
(b) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(c), by all Holders until the earliest of (i) such date when (A) all Registrable Securities amount to less than 5% of the Company's then outstanding Common Stock and (B) all of the Registrable Securities are then immediately salable pursuant to Rule 144(k), or (ii) the date as of which all the Registrable Securities have been publicly sold pursuant to Rule 144 or pursuant to a Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, (x) subject to Section 2(c), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(c), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition as may be specified from time to time by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold and set forth in such Shelf Registration Statement have been sold as so amended or are no longer outstandingsuch Prospectus as so supplemented.
(iic) The Company may suspend the use of the Prospectus for two periods of 60 days in any 12-month period or an aggregate of 120 days in any 12-month period (the "Suspension Period") for valid business reasons, to be determined by the Company in its reasonable judgment (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Company promptly thereafter complies with the requirements of Section 4(j) hereof, if applicable; provided, further, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages.
(d) If (i) the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant is not filed with the SEC on or prior to January 15, 2003, (ii) the Shelf Registration Statement has not been declared effective by the SEC by March 31, 2003, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Registrable Securities for a period of time (including any Suspension Period) which shall exceed two periods of 60 days in any 12-month period or 120 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each Holder of Registrable Securities. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to $3.00 per annum per 16.00 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Registrable Securities; provided, however, that, in the event that a Registration Default should be continuing for a period in excess of five (5) years, Liquidated Damages shall accrue only for such five-year period. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded monthly. The parties hereto agree that the Liquidated Damages provided for in this AgreementSection 2(d) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default occurring despite the Company's reasonable best efforts to avoid or minimize such Registration Default. Liquidated Damages are payable but do not serve as liquidated damages for a Registration Default for the period in excess of five (5) years during which such default continues or for the Company's failure to exercise reasonable best efforts to avoid or minimize a Registration Default.
(e) All of the Company's obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Registrable Security shall survive the time such security ceases to be a Registrable Security.
(f) Immediately upon the occurrence or the termination of a Registration Default, the Company shall file an automatic shelf registration statement (as defined in Rule 405 give the Holders notice of such commencement or termination, of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect obligation to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required Liquidated Damages with regard to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after and of the date of event giving rise to such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablecommencement or termination.
Appears in 1 contract
Shelf Registration Statement. (i) No As soon as reasonably practicable after the Closing Date and in any event not later than the expiration seven (7) Business Days of the Lock-Up PeriodClosing Date, the Company CSRA shall file with the SEC a shelf Registration Statement for a Shelf Registration on Form S-1 covering the resale of all Stockholder Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). In the event that CSRA becomes eligible to use Form S-3 under the Securities Act after twelve (12) calendar months following the Closing Date, CSRA shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 to the extent permissible) (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”) covering ). Subject to the resale terms of all Registrable Securitiesthis Agreement, including any applicable Blackout Period, CSRA shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof and shall use its commercially reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Stockholder Registrable Securities covered by such Registration Statement are no longer Stockholder Registrable Securities (the period during which CSRA shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 2.1 the “Shelf Period”). CSRA shall notify the holders of Stockholder Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the effectiveness of a Form S-1 Shelf promptly once CSRA telephonically confirms effectiveness with the SEC. CSRA shall file a final Prospectus with the SEC at all times and to re-file the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as shall provide for all permitted means of disposition of Stockholder Registrable Securities that could be sold requested in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities writing to be registered pursuant to an Automatic Shelf Registration Statement at included therein by Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the time of filing of the Automatic Shelf Registration Statement market, purchases or sales by brokers and shall sales not elect to pay any portion of the registration fee on involving a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementpublic offering.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (a) Not later than (i) No later than 60 days after the expiration of date hereof (the Lock-Up Period“S-3 Shelf Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement (on Form S-3 covering the resale of all of the Registrable Securities held by the Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the extent permissible) S-3 Shelf Filing Deadline, the Company shall file a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”).
(b) covering Subject to the resale terms of all Registrable Securitiesthis Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act promptly after the filing thereof, but in the event of no “review” by the SEC, no later than the 15th calendar day following the applicable Filing Deadline, and shall use its reasonable best efforts to cause keep such registration statement Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed by the Investors or are no longer Registrable Securities, provided that in no event shall the Company’s obligation to become keep such Shelf Registration Statement effective no extend beyond the three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period (as defined below), the Company shall file a Form S-1 Shelf not later than 60 Business Days after the expiration of date the Lock-Up Period. Upon filing Company becomes ineligible, and shall use its reasonable efforts to have such Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to keep the Shelf Registration StatementStatement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its reasonable best efforts to keep convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible.
(c) The Company shall notify the Investors by e-mail of the effectiveness of a Shelf Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the SEC. The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement effective with shall provide for permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the SEC at all times and to re-file such Shelf Registration Statement upon its expirationmarket, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether purchases or not underwritten, sales by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securitiesbrokers. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Firstenergy Corp)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the The Company shall prepare and file with the SEC Commission promptly following receipt of notice from the Holders (the "DEMAND NOTICE") and in any event within 30 days the date of the Purchase Agreement, a shelf Shelf Registration Statement with respect to resales of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution designated by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to the extent permissibleSection 2(d)(xviii) (a “Shelf Registration Statement”hereof) covering the resale of all Registrable Securities, and thereafter shall use their reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act within 150 days after receipt of the Lock-Up PeriodDemand Notice. Upon filing The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the Commission.
(1) Each Holder wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus agrees to deliver to the Company the Notice and Questionnaire, together with such information as the Company shall reasonably request, to the Company at least ten business days prior to the effectiveness of the Shelf Registration Statement. The Company shall take action to name each Holder as of the date that is five calendar days prior to the effectiveness of the Shelf Registration Statement so that such Holder is named as a selling security holder in the Shelf Registration Statement at the time of its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder's Registrable Securities in accordance with applicable law.
(2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Registrable Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Company shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire and such other information as the Company may reasonably request is delivered to the Company by such holder, and in any event within five Business Days after such date, prepare and file with the Commission (x) a supplement to the Prospectus or, if required by applicable law regulation or decision of the staff of the Commission, a post-effective amendment to the Shelf Registration Statement, PROVIDED, HOWEVER, that if and when requested by the Holders of the Preferred Shares, each underwritten offering of Common Shares and/or Convertible Common Shares shall be for not less than $50,000,000, and PROVIDED FURTHER that the Company will not be required to prepare and file with the Commission a prospectus supplement with respect to an underwritten offering of Common Shares or Convertible Common Shares of under such Shelf Registration Statement, more frequently than twice in any 12-month period, and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder's Registrable Securities in accordance with applicable law, and (ii) use their reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; PROVIDED, HOWEVER, that if a Notice and Questionnaire is delivered to the Company during a Blackout Event, the Company shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Blackout Event. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or any Company Registration Statement as provided in Section 2(b) or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has complied with the foregoing requirements and has provided the information as requested by the Company in accordance with this Agreement for such Holder to be named as a selling securityholder in the Shelf Registration Statement (any such named Holder, a "SELLING HOLDER").
(iii) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective with under the SEC at Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(a)(iv) hereof, by all times Selling Holders until the earliest of (i) the second anniversary of the Initial Placement, (ii) the date on which all the Registrable Securities may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144 under the Act) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (iii) the date as of which all the Registrable Securities have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) and (iv) such date as of which all the Registrable Securities have been sold pursuant to re-file such the Shelf Registration Statement upon its expiration(in any such case, and such period being called the "SHELF REGISTRATION PERIOD"). The Company will, (x) subject to Sections 3(f) and (gSection 2(a)(iv), prepare and file with the Commission such amendments and post-effective amendments to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(a)(iv), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement have been sold as so amended or are no longer outstandingsuch Prospectus as so supplemented.
(iiiv) If If, in the reasonable good faith judgment of the Company, any pending bankruptcy or insolvency, pending material merger, acquisition, corporate reorganization, other material transaction or other event or circumstance involving the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when or any of its affiliates makes it is obligated imprudent for the Company to file a Shelf Registration Statement pursuant registration statement or to this Agreementbe in registration (any such event, circumstance or transaction, a "BLACKOUT EVENT"), the Company shall file an automatic shelf not be obligated to effect (whether by filing a registration statement, seeking effectiveness of a registration statement (as defined in Rule 405 of the Securities Actor otherwise) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the any registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisrequested by Holders or affiliate thereof. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIBlackout Event exists, any sale of securities by any Holder or any affiliate thereof, shall be postponed until the Blackout Event no longer exists, provided, however, that no such postponement shall exceed 90 days. The Company shall may suspend the use its reasonable best efforts to post-effectively amend of the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementProspectus for the duration of any Blackout Event.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Reservoir Capital Group LLC)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall and the Guarantors shall:
(i) comply with all the provisions of Section 6(c) below and use its all of their respective commercially reasonable best efforts to keep effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and
(ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement effective with the SEC at contemplated by this Agreement; provided that such Holder provides all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be documentation reasonably requested by the Holders or as otherwise requiredCompany in connection with such issuance, until such time as all Registrable Securities that could be Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall not elect to pay any portion of register Exchange Notes on the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when for this purpose and issue the Company is required Exchange Notes to re-evaluate its WKSI status the Company determines that it is not a WKSI, purchaser(s) of securities subject to the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementin the names as such purchaser(s) shall designate.
(iii) To If the extent that Board of Directors of the Company becomes ineligible determines in good faith that it is in the best interests of the Company not to use Form S-3disclose the existence of or facts surrounding any proposed or pending material corporate transaction or other material development involving the Company or the Guarantors, the Company shall file may allow the Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date result of such ineligibility nondisclosure for up to seventy-five (75) days in any year during the two-year period of effectiveness required by Section 4 hereof and use its reasonable best efforts no Liquidated Damages shall become payable by the Company or the Guarantors as a result of any such Shelf Registration Statement failing to have be effective or any such registration statement declared effective as promptly as practicableProspectus being unusuable pursuant to this Section 6(b)(iii).
Appears in 1 contract
Sources: Registration Rights Agreement (M & F Worldwide Corp)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall shall:
(i) use its best reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Shares being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 3(b)), and pursuant thereto the Company will prepare and file with the SEC the Shelf Registration Statement on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Shares in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions of this Agreement;
(ii) use its best reasonable efforts to keep the Shelf Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 of this Agreement; and upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of a material fact or omit to state any material fact necessary to make the statement therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Shares during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement curing such defect, and, if the SEC review is required, use its best reasonable efforts to cause such amendment to be declared effective as soon as practicable;
(iii) prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the applicable period set forth in Section 3, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the SEC at provisions of the Securities Act with respect to the disposition of all times and to re-file such securities covered by the Shelf Registration Statement upon its expirationduring the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus;
(iv) advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the SEC for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that the Company determines in its good faith judgment that the disclosure of such fact or happening or event at such time would have a material adverse effect on the business, financial condition, operations or prospects of the Company or the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed); and if at any time the SEC shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Shares under state securities or blue sky laws, the Company shall use its best reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(v) subject to Sections 3(fSection 5(a)(ii), if any fact or event contemplated by Section 5(a)(iv)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Shares, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(vi) furnish to each Holder in connection with such sale, if any, before filing with the SEC, copies of the Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review and reasonable comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holder shall reasonably object within five Business Days after the receipt thereof; a Holder shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act;
(vii) as soon as reasonably practicable prior to the filing of any document that is to be incorporated by reference into the Shelf Registration Statement or Prospectus, provide copies of such document to each Holder in connection with such sale, if any, make the Company’s representatives available for discussion of such document and other customary due diligence matters for a period of at least five Business Days, and, if appropriate, include such information in such document prior to the filing thereof as such Holder may reasonably request;
(viii) make available at reasonable times for inspection by each Holder and any attorney or accountant retained by such Holder, all financial and other records, pertinent corporate documents of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with the Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons, unless (A) disclosure of such information on a non-confidential basis is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information on a non-confidential basis is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of the Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (D) such information becomes available to such person from a source other than the Company and its subsidiaries and such source is not known, after due inquiry, by such person to be bound by a confidentiality agreement; provided further, that the foregoing investigation shall be coordinated on behalf of such persons by one representative designated by and on behalf of such persons and any such confidential information shall be available from such representative to such persons so long as any person agrees to be bound by such confidentiality agreement;
(ix) if requested by any Holder in connection with such sale, as soon as reasonably practicable include in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holder may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Shares; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;
(x) furnish to each Holder in connection with such sale, if any, without charge, at least one copy of the Shelf Registration Statement, as first filed with the SEC, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(xi) deliver to each Holder, without charge, such number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder reasonably may request; the Company hereby consents to the use (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing accordance with law) of the Prospectus related and any amendment or supplement thereto by each Holder in connection with the offering and the sale of the Transfer Restricted Shares covered by the Prospectus or any amendment or supplement thereto;
(xii) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to such expedite or facilitate the disposition of the Transfer Restricted Shares pursuant to the Shelf Registration Statement as may be reasonably requested by such Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the Company shall:
(1) upon the request of any Holder (or, in the case of paragraph (B) below, upon the request of the Holders or as otherwise requiredof a majority of the Shares covered by the Shelf Registration Statement, until provided that such time as all Registrable Securities that could be sold request is made in such writing prior to the date on which the Shelf Registration Statement have been sold is declared effective), furnish (or are no longer outstanding.in the case of paragraph (B) below, use its best reasonable efforts to cause to be furnished) to such Holder, upon the effectiveness of the Shelf Registration Statement:
(iiA) If a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Sections 2.6 and 6.5(a) of the Placement Agreement and such other similar matters as such Holder may reasonably request;
(B) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of independent counsel to the Company, covering matters of the type customarily covered in opinions of issuer’s counsel requested in underwritten offerings, such as the effectiveness of the Shelf Registration Statement and such other matters as may be reasonably requested by such Holders; without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Shelf Registration Statement or the related Prospectus; and
(2) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (1) above and with any customary conditions contained in any agreement entered into by the Company pursuant to this clause (xii);
(xiii) prior to any public offering of Transfer Restricted Shares, take such action as is reasonably required under the securities or blue sky laws of such jurisdictions within the United States of America as the selling Holders may request to enable the disposition in such jurisdictions of the Transfer Restricted Shares covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where the Company is a well-known seasoned issuer not now so qualified or to take any action that would subject the Company to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where the Company is not now so subject;
(xiv) in connection with any sale of Transfer Restricted Shares that will result in such securities no longer being Transfer Restricted Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Shares to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Shares in such denominations and such names as defined in Rule 405the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Shares;
(xv) (a “WKSI”) at a time when it is obligated use its best reasonable efforts to file a cause the disposition of the Transfer Restricted Shares covered by the Shelf Registration Statement pursuant to this Agreementbe registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Shares, subject to the Company shall file an automatic shelf registration statement proviso contained in clause (as defined in Rule 405 of the Securities Actxiii) on Form S-3 above;
(an “Automatic Shelf Registration Statement”xvi) in accordance otherwise use its best reasonable efforts to comply with the requirements of the Securities Act and the all applicable rules and regulations of the SEC thereunderSEC, that covers and make generally available to its security holders with regard to the Registrable Securities. The Company shall pay Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the registration fee for all Registrable Securities to requirements of Rule 158 (which need not be registered pursuant to an Automatic audited) covering a twelve-month period beginning after the effective date of the Shelf Registration Statement at (as such term is defined in paragraph (c) of Rule 158 under the time Securities Act);
(xvii) provide promptly to each Holder, upon request, each document filed with the SEC pursuant to the requirements of filing Section 13 or Section 15(d) of the Automatic Shelf Registration Statement and shall not elect Exchange Act; and
(xviii) use its best reasonable efforts to pay any portion of cause the registration fee Shares to be listed on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when Nasdaq Stock Market or such other securities exchange or automated quotation system on which similar securities issued by the Company is required are then listed, to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableShares satisfies applicable listing requirements.
Appears in 1 contract
Sources: Registration Rights Agreement (First Regional Bancorp)
Shelf Registration Statement. (i) No Solely to the extent that a shelf registration statement covering the Registrable Securities is not then effective, no later than the first (1st) Business Day following the expiration of the Lock-Up Standstill Period, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 (or successor form) (such requested registration, a “Demand Registration”). The Holder may request that any Demand Registration be made pursuant to Rule 415 under the extent permissibleSecurities Act (which, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) covering relating to the offer and resale of all Registrable Securities, and shall use reasonable best efforts Securities by the Holder from time to cause such registration statement to become effective no later than time in accordance with the expiration methods of distribution set forth in the Lock-Up Period. Upon filing Plan of Distribution section of the Shelf Registration Statement, and the Company shall use its commercially reasonable best efforts to keep cause such Shelf Registration Statement to promptly be declared or otherwise become effective with under the SEC at all times and Securities Act. Any such registration pursuant to re-file such the Shelf Registration Statement upon its shall hereinafter be referred to as a “Shelf Registration.” The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, and subject if applicable, with a successor effective Shelf Registration Statement to Sections 3(f) and (g), to cooperate in the extent any shelf take-downRegistrable Securities remain outstanding. The Company will pay all Registration Expenses, whether or not underwrittenany such registration is consummated; provided, by amending or supplementing the Prospectus related to such Shelf however, that expenses arising out of any Registration Statement as may be reasonably requested withdrawn solely at the request of Holder (unless withdrawn following postponement of filing by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements Section 2(f)(i) or due to adverse market conditions) or any supplements or amendments to a Registration Statement resulting from a misstatement furnished to or on behalf of the Securities Act and the rules and regulations Company by or on behalf of the SEC thereunder, that covers the Registrable Securities. The Company a Holder shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementborne by such Holder.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Investment Agreement (Root, Inc.)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company The Issuers shall prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution contained in the Notice and Questionnaire elected by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to Section 3(u)) and, to the extent permissible) (a “Shelf Registration Statement”) covering reasonably required under the resale Act, offers to exchange shares of all Registrable SecuritiesCommon Stock for Notes, and thereafter shall use their reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Act within 210 days after the Closing Date; PROVIDED that if any Notes are issued upon exercise of the Lockover-Up Periodallotment option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Notes are issued occurs after the Closing Date, the Issuers will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Notes and Common Stock issuable upon exchange of the Notes are included in the Shelf Registration Statement on the same terms as the Notes issued on the Closing Date. Upon filing The Issuers shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC.
(i) Not less than 30 calendar days prior to the effectiveness of the Shelf Registration Statement, the Company Issuers shall use its reasonable best efforts mail the Notice and Questionnaire to keep such the Holders of Transfer Restricted Securities. The Issuers shall take action to name each Holder that is a Notice Holder as of the date that is 10 calendar days prior to the effectiveness of the Shelf Registration Statement effective with so that such Holder is named as a selling security holder in the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of the Automatic Shelf Registration Statement and such time to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law. The Issuers shall not elect be under no obligation to pay name any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines Holder that it is not a WKSI, Notice Holder as a selling security holder in the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iiiii) To After the extent Shelf Registration Statement has become effective, the Issuers shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Issuers shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Issuers, and in any event within five Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Company becomes ineligible Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and is permitted to use Form S-3deliver the Prospectus to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law, and (ii) if the Company Issuers shall file a “shelf” registration statement on Form S-1 registering post-effective amendment to the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and Shelf Registration Statement, use its their reasonable best efforts to have cause such registration statement declared post-effective amendment to become effective under the Act as promptly as is practicable; PROVIDED, HOWEVER, that if a Notice and Questionnaire is delivered to the Issuers during a Suspension Period, the Issuers shall not be obligated to take the actions set forth in clauses (i) and (ii) until the applicable number of days after the termination of such Suspension Period.
(c) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the latest of the second anniversary of (A) the issue date, (B) the last date on which any Notes are issued upon exercise of the Initial Purchaser's over-allotment option or (C) the last date on which any unregistered Common Stock is issued or issuable in exchange for Notes, (ii) the date on which all the Notes or Common Stock issued or issuable upon exchange of the Notes may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144) of the Issuers pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the Notes or unregistered Common Stock issued or issuable upon exchange of the Notes have been transferred pursuant to Rule 144 under the Act (or any similar provision then in force) and (iv) such date as of which all the Notes or the Common Stock issued or issuable upon exchange of the Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Issuers will, (x) subject to Section 2(d), prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.
(d) The Issuers may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 60 days in any 12-month period (the "Suspension Period") for valid business reasons, to be determined by the Issuers in their sole reasonable judgment (not including avoidance of the Issuers' obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; PROVIDED that the Issuers promptly thereafter comply with the requirements of Section 3(j) hereof, if applicable; PROVIDED, FURTHER, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Issuers to pay Liquidated Damages.
(e) The Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers severally, and not jointly, agree to pay, as liquidated damages, additional interest on the Transfer Restricted Securities ("Liquidated Damages") under the following circumstances: If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 210 days after the Closing Date or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds 60 days in the aggregate in any 12-month period during the period beginning on the issue date and ending on or prior to the second anniversary of the latest of (A) such date, (B) the second anniversary of the last date on which any Notes are issued upon exercise of the Initial Purchasers' over- allotment option and (c) the last date on which any unregistered Common Stock is issued or issuable in exchange for the Notes (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company and Navistar will pay Liquidated Damages to each Holder of Transfer Restricted Notes and Common Stock, respectively, who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one quarter of one percent (25 basis points) per annum per $1,000 principal amount of Notes or $2.50 per annum per 17.944 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Notes or $5.00 per annum per 17.944 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages shall cease to accrue in respect of any Transfer Restricted Security when it shall cease to be such. All accrued Liquidated Damages shall be paid by check by the Issuers on each Liquidated Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default.
(f) All of the Issuers' obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.
(g) Immediately upon the occurrence or the termination of a Registration Default, the Issuers shall give the Trustee, in the case of notice with respect to the Notes, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon exchange of the Notes, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Notes and such Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.
(h) All Notes which are redeemed, purchased or otherwise acquired by the Issuers or any of their subsidiaries or affiliates (as defined in Rule 144 (or any successor provision) under the Act) prior to the Final Maturity Date other than Notes acquired by Navistar or its successor upon exchange of the Notes shall be delivered to the Trustee for cancellation and the Issuers may not hold or resell such Notes or issue any new Notes to replace any such Notes. All shares of Common Stock issued upon exchange of the Notes which are repurchased or otherwise acquired by the Issuers or any of their subsidiaries or affiliates (as defined in Rule 144 (or any successor provision) under the Act) at any time while such shares are "restricted securities" within the meaning of Rule 144 shall not be resold or otherwise transferred except pursuant to a registration statement which has been declared effective under the Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Navistar Financial Corp)
Shelf Registration Statement. (ia) No The Company shall prepare and, not later than 90 days following the expiration of the Lock-Up PeriodClosing Date, the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 with respect to resales of the extent permissible) (a “Securities and the Common Stock issuable upon conversion thereof by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act within 180 days after the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration statement form used by the Company for the Shelf Registration Statement, if required by the Act, the Exchange Act or the SEC.
(1) Not less than 10 calendar days prior to become effective no later than the expiration effectiveness of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall mail the Notice and Questionnaire to the Holders of Securities and Common Stock issued upon conversion thereof. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no Holder shall be entitled to use its reasonable best efforts the Prospectus forming a part thereof for resales of Securities or Common Stock issued upon conversion thereof at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to keep the Company by the deadline for responses set forth therein; provided, however, that Holders of Securities or Common Stock issued upon conversion thereof shall have at least 7 calendar days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company.
(2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Securities or Common Stock issued or issuable upon conversion thereof that has not returned a completed Notice and Questionnaire, promptly send a Notice and Questionnaire to such Holder. The Company shall not be required to take any action to name such Holder as a selling securityholder in the Shelf Registration Statement or to enable such Holder to use the Prospectus forming a part thereof for resales of Securities or Common Stock issued or issuable upon conversion thereof until such Holder has returned a completed and signed Notice and Questionnaire to the Company, whereupon the Company will be required to take such action.
(c) Subject to Section 2(d), the Company shall keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming part thereof to be usable by all Holders until the earliest of (i) the second anniversary of the Closing Date (ii) the date on which all the Securities and Common Stock issued or issuable upon conversion thereof may be sold by non-Affiliates of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the Securities and Common Stock issued or issuable upon conversion thereof have been (A) transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (B) sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the Act; and, comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.
(d) The Company may suspend the use of the Prospectus for a period not to exceed 45 days in any 90-day period (the "Suspension Period") for valid business reasons, to be determined by the Company in its sole reasonable judgment (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; provided, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Additional Amounts. The Company shall provide notice to the Holders of a Suspension Period as required under Section 3(c)(1)(iv) hereof.
(e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any twelve-month period during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay additional amounts ("Additional Amounts") to each Holder of Transfer Restricted Securities who has complied with such Holder's obligations under this Agreement. The amount of Additional Amounts payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 210.5 shares of Common Stock (subject to the same adjustments to the "Conversion Price", as specified in the Indenture) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 210.5 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing; it being understood that all calculations pursuant to this sentence shall be carried out to five decimals. Following the cure of a Registration Default, Additional Amounts will cease to accrue with respect to such Registration Default. All accrued Additional Amounts shall be paid by wire transfer of immediately available funds to the accounts specified by the Record Holders or, if a Record Holder has not specified such an account, by check mailed by the Company to the registered address of such Record Holder on each Damages Payment Date and Additional Amounts will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Additional Amounts are not paid when due, then to the extent permitted by law, such overdue Additional Amounts, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default.
(f) All of the Company's obligations (including, without limitation, the obligation to pay Additional Amounts) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full.
(iig) If Immediately upon the Company is commencement or the termination of a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this AgreementDefault, the Company shall file give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Additional Amounts with regard to the Securities and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an automatic shelf registration statement Officers' Certificate (as such term is defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act Indenture)), and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities prior to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date receipt of such ineligibility Officers' Certificate the Trustee and use its reasonable best efforts such transfer and paying agent shall be entitled to have assume that no such registration statement declared effective commencement or termination has occurred, as promptly as practicablethe case may be.
Appears in 1 contract
Sources: Registration Rights Agreement (Online Resources & Communications Corp)
Shelf Registration Statement. (i) No As soon as reasonably practicable within 60 days after the Effective Date, but in no event later than 90 days following the expiration of the Lock-Up PeriodEffective Date, the Company shall (a) file with the SEC Commission a shelf Registration Statement registration statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering under the resale Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities, Securities subject to the Shelf Registration Statement and shall (b) use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become effective no as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the expiration of Effective Date if the Lock-Up Period. Upon filing Company receives comments to the Shelf Registration Statement, Statement from the staff of the Commission (“SEC Comments”) or one hundred twenty (120) days after the Effective Date if the Company does not receive SEC Comments. The Company shall use its reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement and the Shelf Prospectus as may be necessary to keep such Shelf Registration Statement effective and to comply with the SEC at provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all times Registrable Securities subject thereto during the period (the “Shelf Registration Statement Effective Period”) beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and ending on the earliest to re-file occur of (i) 36 months after the effective date of such Shelf Registration Statement upon its expirationStatement, and (ii) the date on which all the Registrable Securities subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether thereto have been sold or not underwritten, by amending or supplementing the Prospectus related distributed pursuant to such Shelf Registration Statement as may be reasonably requested by or (iii) the Holders or as otherwise required, until such time as date when all Registrable Securities that could be sold in such covered by the Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement first become eligible for sale pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of 144 under the Securities Act and the rules and regulations of the SEC without volume limitation or other restrictions on transfer thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Hennessy Capital Acquisition Corp. III)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company The Issuer shall prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable SecuritiesSection 3(u)), and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act within 180 days after the Closing Date. The Issuer shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration statement form used by the Issuer for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC.
(i) Not less than 30 calendar days prior to become effective no later than the expiration effectiveness of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company Issuer shall mail the Notice and Questionnaire to the Holders of Transfer Restricted Securities. The Issuer shall use commercially reasonable efforts to name each Holder that is a Notice Holder as of the date that is 10 calendar days prior to the effectiveness of the Shelf Registration Statement so that such Holder is named as a selling security holder in the Shelf Registration Statement at the time of its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Issuer shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in the Shelf Registration Statement and no Holder may sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement without being deemed a selling security holder in the Prospectus and delivering the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. Each Holder shall promptly provide the Issuer with written notice of any changes or amendments that may be necessary or appropriate to the Notice Holder’s Notice and Questionnaire.
(ii) After the Shelf Registration Statement has become effective, the Issuer shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Issuer shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Issuer, and in any event within five Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law, and (ii) if the Issuer shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to become effective under the Act as promptly as is practicable; provided, however, that if a Notice and Questionnaire is delivered to the Issuer during a Suspension Period, the Issuer shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Suspension Period.
(c) The Issuer shall use its reasonable best efforts to keep such the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the latest of the second anniversary of (A) the issue date, or (B) the last date on which any Common Stock is issued or issuable upon conversion of any Note, (ii) the date on which all the unregistered Notes or Common Stock issued or issuable upon conversion of the Notes may be sold by non-affiliates (“affiliates” for such purpose having the meaning set forth in Rule 144) of the Issuer pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the unregistered Notes or Common Stock issued or issuable upon conversion of the Notes have been transferred pursuant to Rule 144 under the Act (or any similar provision then in force) and (iv) such date as of which all the Notes or the Common Stock issued or issuable upon conversion of the Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuer will, (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.
(d) The Issuer may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 60 days in any 12-month period (the “Suspension Period”) for valid business reasons, to be determined by the Issuer in its sole reasonable judgment (not including avoidance of the Issuer’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Issuer promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; provided, further, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Issuer to pay Liquidated Damages.
(e) The Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuer fails to fulfill its obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Transfer Restricted Securities (“Liquidated Damages”) under the following circumstances: If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds 60 days in the aggregate in any 12-month period during the period beginning on the issue date and ending on or prior to the second anniversary of the latest of (a) such date or (b) the last day on which any Common Stock is issued or issuable upon conversion of any Note (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company will pay Liquidated Damages to each Holder of Transfer Restricted Securities who has complied with such Holder’s obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one quarter of one percent (25 basis points) per annum per $1,000 principal amount of Notes or $2.50 per annum per 29.7619 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Notes or $5.00 per annum per 29.7619 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages shall cease to accrue in respect of any Transfer Restricted Security when it shall cease to be such. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Issuer on each Liquidated Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default.
(f) All of the Issuer’s obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold in such Shelf Registration Statement obligations with respect to such security shall have been sold or are no longer outstandingsatisfied in full.
(iig) If Promptly upon the Company occurrence or the termination of a Registration Default, the Issuer shall give the Trustee, in the case of notice with respect to the Notes, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion of the Notes, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Notes and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers’ Certificate (as such term is a well-known seasoned issuer defined in the Indenture)), and prior to receipt of such Officers’ Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.
(h) All Notes which are redeemed, purchased or otherwise acquired by the Issuer or any of its subsidiaries or affiliates (as defined in Rule 405144 (or any successor provision) (a “WKSI”under the Act) at a time when it is obligated prior to file a Shelf Registration Statement the Final Maturity Date shall be delivered to the Trustee for cancellation and the Issuer may not hold or resell such Notes or issue any new Notes to replace any such Notes or any Notes that any Holder has exchanged pursuant to this Agreement, the Company shall file an automatic shelf registration statement Indenture. All shares of Common Stock issued upon conversion of the Notes which are repurchased or otherwise acquired by the Issuer or any of its subsidiaries or affiliates (as defined in Rule 405 of 144 (or any successor provision) under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following while such shares are “restricted securities” within the filing meaning of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is Rule 144 shall not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement be resold or otherwise transferred except pursuant to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement which has been declared effective as promptly as practicableunder the Act.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, prepare and file with the SEC a shelf as soon as practicable following the Closing Date the Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution specified on Form S-3 to the extent permissible) (a “Annex B hereto and set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the initial filing thereof. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration statement to become effective no later than form used by the expiration of the Lock-Up Period. Upon filing Company for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC.
(b) The Company shall give notice to all Holders of Transfer Restricted Securities, in the same manner as the Company would give notice to such Holders under the Indenture, of the date on which the Company intends to file the Shelf Registration Statement. The Company shall name each Holder that is a Notice Holder prior to the filing of the Shelf Registration Statement as a selling security holder in the Shelf Registration Statement. The Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in the Shelf Registration Statement.
(c) After the Shelf Registration Statement has become effective, each Holder, other than the Initial Holders named in the Shelf Registration Statement, wishing to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement shall deliver a Notice and Questionnaire to the Company at least 10 Business Days prior to any intended distribution. As promptly as practicable after the date a completed and signed Notice and Questionnaire is delivered to the Company, the Company shall prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law; provided that the Company shall not be required to file more than one post-effective amendment in any calendar quarter. If the Company files a post-effective amendment to the Shelf Registration Statement, it shall use its reasonable best efforts to cause such post-effective amendment to become effective under the Act as promptly as is practicable. Notwithstanding any other provision hereof, if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take any of the actions set forth above until the termination of such Suspension Period.
(d) The Company shall use its commercially reasonable efforts to keep such the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus to be usable, subject to Section 2(e), by all Notice Holders until the earliest of (i) the date that all such Securities may be freely transferred without restriction by non-affiliates pursuant to Rule 144(k) (or any successor or comparable rule or regulation) under the Act, (ii) the date that such Securities have ceased to be outstanding, (iii) the date as of which all the Securities have been sold pursuant to the Shelf Registration Statement or (iv) two years from the date hereof (in any such case, such period being called the "Shelf Registration Period"); provided, however, that the period of effectiveness of the Shelf Registration Statement provided for in this Section 2(d) shall be extended by the number of days of any Suspension Period. The Company will, (x) subject to Section 2(e), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(e), cause the Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act) and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all Securities during the Shelf Registration Period in accordance with the intended methods of disposition by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold thereof set forth in such Shelf Registration Statement have been sold or are no longer outstandingand the Prospectus.
(iie) If The Company may suspend the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a availability of the Shelf Registration Statement pursuant and the use of the Prospectus (the period during which the availability of the Shelf Registration Statement and the Prospectus is suspended herein referred to this Agreementas the "Suspension Period") for a period not to exceed 60 days in the aggregate during any 12-month period for valid business reasons, to be determined by the Company in its sole judgment (which shall file an automatic shelf registration statement (as defined in Rule 405 not include the avoidance of the Securities ActCompany's obligations hereunder), including, without limitation, (i) on Form S-3 (an “Automatic the happening of any event that requires the Company to make changes in the Shelf Registration Statement”Statement or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated in the Shelf Registration Statement or the Prospectus or necessary in order to make the statements in those documents not misleading; (ii) the occurrence or existence of any pending corporate development or other similar event with respect to the Company or a public filing with the SEC that, in accordance the Company's reasonable discretion, makes it appropriate to suspend the availability of the Shelf Registration Statement and the Prospectus; or (iii) it becomes necessary to amend the Shelf Registration Statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules under those laws; provided in each case that the Company promptly thereafter complies with the requirements of the Securities Act and the rules and regulations of the SEC thereunderSection 3(j) hereof, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementif applicable.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Scotia Pacific Co LLC)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall agrees to use commercially reasonable efforts to submit to or file with the SEC within thirty (30) days after the Initial Closing or any Subsequent Closing a shelf Registration Statement (registration statement on Form S-3 or such other form of registration statement as is then available to effect a registration under the extent permissible) Securities Act permitting the offer and resale of Registrable Securities from time to time under Rule 415 under the Securities Act (a the “Shelf Registration Statement”) covering the resale of with respect to all Registrable SecuritiesSecurities held by the DK Holders, and shall use its commercially reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective by the SEC as soon as practicable after the filing thereof but no later than the expiration earlier of (a) the Lock-Up Period. Upon filing 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Initial Closing or Subsequent Closing, as applicable; and the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration StatementStatement will not be “reviewed” or will not be subject to further review. A Registration Statement filed pursuant to this Section 3.1(a) shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the DK Holders pursuant to their review of such Registration Statement under Section 6.1(k) of this Agreement. The Company shall use its commercially reasonable efforts to effect any such Shelf Registration Statement and to keep it continuously effective until such date on which the securities covered by such Shelf Registration Statement are no longer Registrable Securities. During the period that such Shelf Registration Statement is effective, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether supplement or not underwritten, by amending or supplementing the Prospectus related make amendments to such Shelf Registration Statement as may be reasonably requested to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the DK Holders or as otherwise required, until such time as all Registrable Securities that could be sold in securities covered by such Shelf Registration Statement have been sold or are no longer outstandingceased to be Registrable Securities.
(iib) If With respect to a Demand Registration Notice to be delivered at any time during which the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated eligible to file a registration statement under the Securities Act on Form S-3 or such similar or successor form as may be appropriate (an “S-3 Registration Statement”), a Demanding Holder may include in the Demand Registration Notice a request that the Company effect an S-3 Registration Statement. In such event, the Company shall be required to effect an S-3 Registration Statement, subject to the conditions and in accordance with the terms hereof, unless at the time of such request, Form S-3 or such similar or successor form is not available to the Company for such offering.
(c) At any time and from time to time after the effectiveness of a Shelf Registration Statement or S-3 Registration Statement, any Holder with Registrable Securities included on such Shelf Registration Statement or S-3 Registration Statement (a “Takedown Holder”) may request to sell all or any portion of its Registrable Securities included thereon in an underwritten offering that is registered pursuant to this Agreementsuch Shelf Registration Statement or S-3 Registration Statement (an “Underwritten Shelf Takedown”); provided that such Takedown Holder(s) will be entitled to make such request only if (x) the total offering price of the Shares to be sold in such offering (before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $50 million or (y) the Shares to be sold in such offering will not exceed $50 million but represent all of the remaining Registrable Securities held by the Takedown Holder(s). Notwithstanding the foregoing, the Company shall file only be obligated to effect one Underwritten Shelf Takedown within any 90-day period. Any requests for an automatic shelf registration statement Underwritten Shelf Takedown shall be made by giving written notice to the Company (as defined in Rule 405 of the Securities Act) on Form S-3 (an a “Automatic Shelf Registration StatementTakedown Request Notice”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities). The Company Takedown Request Notice shall pay specify the registration fee for all approximate number of Registrable Securities to be registered pursuant to an Automatic sold in the Underwritten Shelf Registration Statement at the time Takedown. Within five (5) calendar days after receipt of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSITakedown Request Notice, the Company shall use its reasonable best efforts give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) to post-effectively amend all other Holders and, subject to the Automatic provisions of Section 3.1(e) hereof, shall include in the Underwritten Shelf Registration Statement Takedown all Registrable Securities with respect to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that which the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities has received written requests for resale not later than thirty inclusion therein within three (303) calendar days after sending the date Takedown Offer Notice.
(d) Notwithstanding any other provision of this Section 3.1, if the managing underwriter or underwriters advises the Company that in the opinion of such ineligibility underwriter(s), the distribution of all of the Registrable Securities requested to be sold in an Underwritten Shelf Takedown would materially and use its reasonable best efforts adversely affect the proposed offering price, timing, distribution method or probability of success of such offering, then the number of Registrable Securities that may be included in such Underwritten Shelf Takedown shall be allocated (A) first, to have the Takedown Holders and the other Holders electing to sell their Registrable Securities pursuant to the Takedown Offer Notice, on a pro rata basis based on the relative number of Registrable Securities then held by each such registration statement declared effective Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as promptly as practicableapplicable; and (B) second, to the other persons proposing to sell securities in such Underwritten Shelf Takedown, if any; provided, however, that the number of Registrable Securities to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are entirely excluded from such Underwritten Shelf Takedown.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodAfter one hundred eighty (180) days after an IPO and prior to two hundred seventy (270) days after an IPO, the Company shall will file with the SEC a shelf Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable SecuritiesSecurities beneficially owned by the Holders on an immediate, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statementdelayed or continuous basis; provided, however, that the Company shall use its reasonable best efforts not be required to keep include in such Shelf Registration Statement effective with an amount of Registrable Securities in excess of the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement amount as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could permitted to be sold included in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and under the rules and regulations of the SEC thereunder, that covers Commission and the Registrable Securities. The Company shall pay applicable interpretations thereof by the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing staff of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisCommission. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not files a WKSIForm S-1 Shelf, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that then as soon as reasonably practicable after the Company becomes ineligible eligible to use Form S-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all applicable Registrable Securities beneficially owned by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI). Subject to the terms of this Agreement, including any applicable Grace Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a “shelf” registration statement on Form S-1 registering Shelf or other appropriate form specified by the Registrable Securities for resale not later than thirty (30) calendar days Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and use using its commercially reasonable best efforts to have such registration statement Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (a), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary to the extent required so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K promulgated under the Exchange Act. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement (it being understood that no notice other than to such e-mail addresses is required to be given). The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution section in customary form, as reasonably agreed by the Holders and the Company.
(b) Notwithstanding any other provision hereof, no Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder, and the Holder furnishes to the Company a fully completed Selling Stockholder Questionnaire and such other information in writing as the Company may reasonably request in writing for use in connection with the Shelf Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws. In order to be named as a selling shareholder in the Shelf Registration Statement at the time it is first made available for use, a Holder must furnish the completed Selling Stockholder Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing no later than the fifth (5th) Business Day prior to the anticipated filing date of the Shelf Registration Statement (the “Targeted Filing Date”); provided that any Holder providing a completed Selling Stockholder Questionnaire within that time period may provide updated information regarding such Holder’s beneficial ownership and the number of shares requested to be included up to the second (2nd) Business Day prior to the Targeted Filing Date. Each Holder of Registrable Securities included in a Shelf Registration Statement agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading.
(c) From and after the Effective Date of the Shelf Registration Statement, upon receipt of a completed Selling Stockholder Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Grace Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Grace Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 5 hereof).
(d) At any time during the Shelf Period (subject to any Grace Period), any Holder of at least fifteen percent (15%) or more of the Registrable Securities (excluding, solely for purposes of calculating the number of issued Ordinary Shares used in the denominator of that calculation, the MIP Shares, the MIP Awards and any Ordinary Shares issued pursuant to the terms of the Opioid Trust CVR) may request in writing (each such Holder, a “Shelf Public Offering Requesting Holder”) to sell all or any portion of their Registrable Securities in an underwritten public offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that the Company shall not be obligated to effect (x) more than two (2) Underwritten Shelf Takedowns in any twelve-month period; or (y) any Underwritten Shelf Takedown unless either (i) the number of Registrable Securities requested to be offered and sold in such Underwritten Offering exceeds at least ten percent (10%) of the number of Registrable Securities outstanding on the date hereof (excluding, solely for purposes of calculating the number of issued Ordinary Shares used in the denominator of that calculation, the MIP Shares, the MIP Awards and any Ordinary Shares issued pursuant to the terms of the Opioid Trust CVR) or (ii) the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, exceed $50.0 million as of the date the Company receives a Shelf Takedown Request.
(e) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the “Shelf Takedown Request”). Each Shelf Takedown Request shall specify the approximate number of Registrable Securities to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Subject to Section 5 below, after receipt of any Shelf Takedown Request, the Company shall give written notice (the “Shelf Takedown Notice”) of such requested Underwritten Shelf Takedown (which notice shall state the material terms of such proposed Underwritten Shelf Takedown, to the extent known) to all other Holders of Registrable Securities that have Registrable Securities registered for sale under a Shelf Registration Statement (“Shelf Registrable Securities”). Such notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of commencement of marketing efforts for such Underwritten Shelf Takedown. The Company shall include in such Underwritten Shelf Takedown all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) in the case of a “bought deal” or “overnight transaction”, two (2) Business Days; (y) in the case any other Underwritten Shelf Takedown, five (5) Business Days, in each case after the giving of the Shelf Takedown Notice. For the avoidance of doubt, the Company shall not be required to provide a Shelf Takedown Notice with respect to a public offering utilizing a Shelf Registration Statement other than an Underwritten Shelf Takedown, and Holders shall not have rights to participate therein under this Section 3(e).
(f) If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown that in their reasonable view the number of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Shelf Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a Majority of Registrable Securities requested to be included in the Underwritten Shelf Takedown (the “Maximum Offering Size”), then the Company shall promptly give written notice to all Holders of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown of such Maximum Offering Size, and shall include in such Underwritten Shelf Takedown the number of Shelf Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown by the Holders of such Shelf Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Shelf Registrable Securities requested to be included therein by each such Holder, (B) second, any securities proposed to be offered by the Company, and (C) other securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such other securities on the basis of the number of securities requested to be included therein by each such holder.
(g) The Company shall not be obligated to effect an Underwritten Shelf Takedown (A) within sixty (60) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous Underwritten Shelf Takedown or Demand Registration or consummation of a Company-initiated public offering or (B) within sixty (60) days prior to the Company’s good faith estimate of the date of filing of a Company-initiated registration statement.
(h) The Holders of a Majority of Registrable Securities requested to be included in an Underwritten Shelf Takedown shall have the right to: (A) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one (1) firm of legal counsel to represent all of the Holders (along with one local counsel, to the extent reasonably necessary, for any applicable jurisdiction), in connection with such Underwritten Shelf Takedown, and (B) determine the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities included in such Underwritten Shelf Takedown; provided that the Company shall select such investment banker(s), manager(s) and counsel (including local counsel) if the Holders of such Majority of Registrable Securities cannot so agree on the same within a reasonable time period.
(i) Any Holder whose Registrable Securities were to be included in any such registration pursuant to Section 3(d) may elect to withdraw any or all of its Registrable Securities therefrom, without liability to any of the other Holders and without prejudice to the rights of any such Holder or Holders to include Registrable Securities in any future registration (or registrations), by written notice to the Company delivered prior to the effective date (i.e., the date of execution of the corresponding underwriting agreement) of the relevant Underwritten Shelf Takedown. If, pursuant to the preceding sentence, the entire Underwritten Shelf Takedown is cancelled, then, either (i) the requesting Holders shall reimburse the Company for all of its reasonable and documented out-of-pocket expenses incurred prior to the cancellation of the Underwritten Shelf Takedown request (and the Company shall not be required to reimburse the Holders for expenses of their counsel pursuant to Section 8 hereof), which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses, and the requested takedown shall not count as one of the permitted Underwritten Shelf Takedowns hereunder or (ii) within 10 Business Days from the date of revocation, Holders of a Majority of Registrable Securities may consent, by written notice to the Company, to the cancelled Underwritten Shelf Takedown being deemed to have been effected for purposes of Section 3(d); provided, however, that the Company shall not have the right to be reimbursed as provided in clause (i) above (and the Company shall reimburse the Holders for expenses of their counsel pursuant to Section 8 hereof), and the cancelled Underwritten Shelf Takedown may not be deemed to have been effected pursuant to clause (ii) above if the reason for the requesting Holders’ cancellation of the Underwritten Shelf Takedown request was either (a) the Company’s failure to comply in any material respect with its obligations hereunder, or (b) the commencement of a Grace Period.
(j) Upon the Company first becoming a WKSI, the Company may, and, if requested by the Holders of a Majority of Registrable Securities with securities
Appears in 1 contract
Shelf Registration Statement. (ia) No later than On the expiration of the Lock-Up Perioddate hereof, the Company shall file with the SEC Commission a shelf Registration Statement (registration statement on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the extent permissible) Securities Act (a the “Shelf Registration Statement”) covering the resale of ), registering all Registrable SecuritiesShares then held by the Holders and including a plan and method of distribution, and shall use reasonable best efforts substantially in the form of Exhibit A hereto.
(b) Subject to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration StatementSection 1.1(c), the Company shall will use its reasonable best efforts to keep such cause the Shelf Registration Statement to be declared effective with by the SEC at all times Commission as soon as reasonably practicable and to re-file such keep the Shelf Registration Statement upon its expiration, and subject to Sections 3(fcontinuously effective until the earlier of (i) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested date on which all Registrable Shares covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement or are no longer outstandingotherwise cease to be Registrable Shares; and (ii) the date on which this Agreement terminates pursuant to Section 3.1.
(iic) If Notwithstanding anything to the Company is a well-known seasoned issuer (as defined contrary contained in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of be entitled, from time to time, by providing written notice to the Securities Act) on Form S-3 (an “Automatic Holders whose Registrable Shares are registered under the Shelf Registration Statement”) in accordance with , to require such Holders to suspend the requirements use of the Securities Act and prospectus for the rules and regulations sales of Registrable Shares under the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at during any Blackout Period. In the time event of filing a Blackout Period, the Company shall notify in writing such Holders that, in the good faith judgment of the Automatic Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Shares, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an 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.
(d) Notwithstanding anything herein to the contrary, in no event shall Registrable Shares be offered and sold pursuant to the Shelf Registration Statement and shall not elect prospectus relating thereto pursuant to pay any portion an underwritten offering without the prior written consent of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration StatementCompany.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (i) No later than Following the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration StatementIPO, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 and file a Registration Statement that is a “shelf” Registration Statement (including as an automatic shelf registration if so eligible) providing for the offer and sale of Registrable Securities by the ARC Investors and the AMH Investors on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of the Registrable Securities then held by the ARC Investors and the AMH Investors (in which the intended method of distribution may be general in nature or contemplate multiple methods of distribution) (a “Shelf Registration Statement”).
(ii) The Company shall use reasonable best efforts (x) for such Shelf Registration Statement to become effective as soon as reasonably practicable after the Company is eligible use a Shelf Registration Statement and (y) to keep such Shelf Registration Statement (or its replacement thereof) continuously effective with under the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Securities Act until the Prospectus related to such Shelf Registration Statement as may be reasonably requested by earlier of the Holders or as otherwise required, until such time as date on which all Registrable Securities that could be sold in such Shelf Registration Statement held by the ARC Investors and the AMH Investors have been sold thereunder, or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated otherwise cease to file a Shelf Registration Statement pursuant to this Agreementbe Registrable Securities. Upon written request of any Investor, the Company shall will as promptly as practicable file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all a post-effective amendment to register additional Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at on the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent At any time that a Shelf Registration Statement is effective, if an Investor delivers a notice to the Company becomes ineligible (a “Take-Down Notice”) stating that it intend to use Form S-3sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall as promptly as practicable amend or file such prospectus supplements to the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Offering (taking into account if applicable the inclusion of Registrable Securities by any other Investors pursuant to Section 2.1(j)(iv)). A Take-Down Notice shall not constitute a Demand unless such Shelf Offering is a Marketed Underwritten Shelf Offering.
(iv) If any Investor delivers a Take-Down Notice for a Shelf Offering that is Underwritten Offering or a Marketed Underwritten Shelf Offering, the Company shall file give each other Investor prompt written notice thereof to permit each other Investor to include its Registrable Securities already included on the Shelf Registration Statement in such Shelf Offering by notifying the initiating Investor and the Company within 48 hours after delivery of the Take-Down Notice to such other Holder (or such shorter period as may be required (as reasonably determined by the initiating Investor) in connection with an overnight “block trade” or similar transaction). The Investor delivering the Take-Down Notice shall have the right to select the lead underwriters, except with respect to a “shelf” registration statement on Form S-1 registering Marketed Underwritten Shelf Offering for which the selection of underwriters is governed by Section 2.1(h). If the lead underwriter advises the Company in writing that, in its reasonable opinion, the inclusion of all the Registrable Securities for resale not later than thirty (30) calendar days after sought to be included in such Shelf Offering, would adversely affect the date marketability of the Registrable Securities sought to be sold pursuant thereto or the timing of the Shelf Offering, then only such ineligibility and use its reasonable best efforts Registrable Securities as the underwriter advises can be sold without such an effect, with the number of Registrable Securities each Investor may include in such Shelf Offering to have be allocated pro rata among such registration statement declared effective as promptly as practicableInvestors based upon the number of Registrable Securities each Investor so requested to be included.
Appears in 1 contract
Sources: Transaction Agreement (Apollo Global Management LLC)
Shelf Registration Statement. (ia) No later than The Company, CSK Corp. and the expiration of Subsidiary Guarantor shall, at the Lock-Up PeriodCompany's expense, the Company shall prepare and file with the SEC within 90 calendar days following the Closing Date a shelf Shelf Registration Statement (on Form S-3 with respect to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration resales of the Lock-Up Period. Upon filing Transfer Restricted Securities by each Holder that is an Election Holder from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the Shelf Registration Statement, the Company methods of distribution elected by such Election Holders in an Election and Questionnaire and thereafter shall use its reasonable best efforts to keep cause such Shelf Registration Statement to be declared effective with under the SEC at all times Securities Act within 180 calendar days after the Closing Date; provided that if any Additional Securities are issued and the date on which such Additional Securities are issued occurs after the Closing Date, the Company, CSK Corp. and the Subsidiary Guarantor will take such steps, prior to re-file the effective date of the Shelf Registration Statement, to ensure that such Additional Securities and the shares of Common Stock issuable upon exchange thereof are included in the Shelf Registration Statement upon its expirationon the same terms as the Securities issued on the Closing Date. The Company, CSK Corp. and subject the Subsidiary Guarantor shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to Sections 3(fthe registration form used by the Company and CSK Corp. for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC.
(i) The Company, CSK Corp. and (g), the Subsidiary Guarantor shall take action to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing name each Holder that is an Election Holder as of the Prospectus related date that is ten Business Days prior to such the effectiveness of the Shelf Registration Statement as may be reasonably requested by a selling securityholder in the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law. The Company, CSK Corp. and the Automatic Shelf Registration Statement and Subsidiary Guarantor shall not elect be under no obligation to pay name any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement Holder that is not automatically effective or file an Election Holder as a new selling securityholder in the Shelf Registration Statement.
(A) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, promptly send an Election and Questionnaire to such Holder and the Company, CSK Corp. and the Subsidiary Guarantor shall, as promptly as is practicable after the date a completed and signed Election and Questionnaire is delivered to the Company, and in any event (subject to clause (B) below) within 15 Business Days (excluding any days within a Suspension Period) after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if a post-effective amendment to the Shelf Registration Statement is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a "SELLER POST-EFFECTIVE AMENDMENT") and (y) any other document required by applicable law, so that the Holder delivering such Election and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law. If the Company, CSK Corp. and the Subsidiary Guarantor file a Seller Post-Effective Amendment, they shall use their reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable and in any event within 90 days (excluding any days within a Suspension Period) of such filing.
(B) Notwithstanding Section 3(p) below or the 15 Business-Day requirement of clause (A) above, none of the Company, CSK Corp. or any of the Subsidiary Guarantor shall be required to file more than one Seller Post-Effective Amendment in any fiscal quarter, provided that this clause (B) shall not relieve the Company, CSK Corp. and the Subsidiary Guarantor of any obligations under clause (A) unless a Seller Post-Effective Amendment is required, as determined by the Company's and CSK Corp.'s outside counsel, by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement.
(c) The Company, CSK Corp. and the Subsidiary Guarantor shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Sections 2(b)(ii) and 2(d), by all Election Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Security or share of Common Stock which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Securities or shares of Common Stock relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or transferred pursuant to Rule 144(k) were it not held by an Affiliate of the Company or (D) have ceased to be outstanding (in any such case, such period being called the "SHELF REGISTRATION Period"). The Company, CSK Corp. and the Subsidiary Guarantor will, (x) subject to Sections 2(b)(ii) and 2(d), use their reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Sections 2(b)(ii) and 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and (z) comply in all material respects with the provisions of the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period.
(d) The Company, CSK Corp. and the Subsidiary Guarantor may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Additional Interest pursuant to Section 2(e), for a period not to exceed 90 calendar days in the aggregate during any 360 calendar-day period for valid business reasons, to be determined by the Company and CSK Corp. in their sole judgment (which shall not include the avoidance of the Company's or CSK Corp.'s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, events listed in Section 3(c), public filings with the SEC and similar events; provided that the Company, CSK Corp. and the Subsidiary Guarantor promptly thereafter comply with the requirements of Section 3(j) hereof, if applicable, and provided further that, if a Seller Post-Effective Amendment is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and effectiveness of any Seller Post-Effective Amendment shall not be deemed to be a Suspension Period hereunder.
(e) The Company, CSK Corp. and the Initial Purchasers agree that the Holders of Transferred Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company or CSK Corp. fails to fulfill its obligations under Section 2 hereof. Accordingly, if (i) the Shelf Registration Statement is not filed with the SEC within 90 calendar days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 calendar days after the Closing Date, (iii) To the extent Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period and excluding as a result of a Seller Post-Effective Amendment that is required by applicable law in order to cause an Election Holder to be named as a selling sedurityholder therein) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period and excluding, if a Seller Post-Effective Amendment is required by applicable law in order to cause an Election Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and effectiveness of any Seller Post-Effective Amendment) which exceeds 90 calendar days in the aggregate in any 360 calendar-day period or (iv) the Company becomes ineligible and CSK Corp. fail to use Form S-3perform their obligations set forth in Section 2(b)(ii) within the time periods required therein (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company shall file pay to each Holder of Transfer Restricted Securities (who is also a “shelf” registration statement on Form S-1 registering Record Holder) during any period in which a Registration Default has occurred or is continuing an amount (the Registrable "ADDITIONAL INTEREST") equal to (i) one-quarter of one percent (25 basis points) per year of the outstanding principal amount of Securities constituting Transfer Restricted Securities for resale the period up to and including the 90th calendar day during which a Registration Default has occurred and is continuing and (ii) one-half of one percent (50 basis points) per year of the outstanding principal amount of Securities constituting Transfer Restricted Securities for the period including and subsequent to the 91st calendar day during which a Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Additional Interest will cease to accrue with respect to such Registration Defaults. All accrued Additional Interest shall be paid by the Company on each Additional Interest Payment Date in cash and Additional Interest will be calculated on the basis of a 360 calendar-day year consisting of twelve 30 calendar-day months. The parties hereto agree that the Additional Interest provided for in this Section 2(e) constitutes a reasonable estimate of the damages that may be incurred by Election Holders by reason of a Registration Default and that such Additional Interest is the only monetary damage available to Election Holders in the event of a Registration Default. Notwithstanding any provision herein to the contrary, Additional Interest shall not later than thirty be payable to any Holder of shares of Common Stock issued upon exchange of the Securities, or in respect of cash paid in lieu of Common Stock upon exchange of the Securities.
(30f) calendar days All of the Company's, CSK's and the Subsidiary Guarantor's obligations (including, without limitation, the Company's obligation to pay Additional Interest) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the date such security is no longer a Transfer Restricted Security.
(g) Immediately upon the occurrence or the cure of a Registration Default, the Company shall give the Trustee, so long as the Securities remain outstanding, notice of such ineligibility commencement or termination of the obligation to pay Additional Interest with regard to the Securities, the amount or applicable percentage thereof and use its reasonable best efforts the nature of the Registration Default giving rise to have such registration statement declared effective commencement or the event giving rise to such termination, as promptly the case may be (such notice to be contained in an Officer's Certificate (as practicablesuch term is defined in the Indenture)), and, prior to receipt of such Officer's Certificate, the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be.
Appears in 1 contract
Shelf Registration Statement. (i) No later than At any time and from time to time when the expiration Company is eligible to utilize a Shelf Registration, as promptly as practicable after the Corporation receives written notice of the Lock-Up Perioda request for a Shelf Registration, the Company Corporation shall file with the SEC Securities and Exchange Commission a shelf registration statement under the Securities Act for the Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period). Upon filing the Shelf Registration Statement, the Company The Corporation shall use its reasonable best efforts to keep cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective with for such time period as is specified in the SEC at all times and to re-file request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement upon its expirationStatement, and subject to Sections 3(f(B) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as date on which all Registrable Securities that could be sold in covered by such Shelf Registration Statement have been sold or pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a any Registrable Securities covered by such Shelf Registration Statement pursuant to this Agreementin existence. Without limiting the generality of the foregoing, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company Corporation shall use its reasonable best efforts to post-effectively amend prepare a Shelf Registration Statement with respect to all of the Automatic Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not automatically effective or file require a new supplement to the Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than Subject to the expiration terms and conditions hereof, and further subject to the availability of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissibleCompany, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (a the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements or any successor form thereto. If registering a number of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The , the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following The Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder.
(b) Within five business (5) days after receipt of a Shelf Notice pursuant to Section 6.3(a), the filing Company will deliver written notice thereof to all other holders of an Automatic Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement when in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is required received by any such holder of Registrable Securities.
(c) Subject to re-evaluate its WKSI status the Company determines that it is not a WKSISection 6.3(d), the Company shall use its commercially reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities.
(d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.
(e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
(f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of 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 necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 6.3). In connection with any Shelf Offering that is not automatically effective an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or file other substantial marketing effort by the Company and the underwriters (a new “Marketed Underwritten Shelf Offering”):
(i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration StatementStatement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and
(ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 6.1(g). Except as otherwise expressly specified in this Section 6.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article VI as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) and Section 6.1(g).
(iiig) To Notwithstanding any other provision of this Agreement, if the extent that requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering of the Registrable Securities under an automatic shelf registration statement for resale not later than thirty purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.
(30h) calendar days after Any time that a Shelf Offering involves a Marketed Underwritten Shelf Offering, the date Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such ineligibility Registrable Securities; provided, that such investment banker(s) and use its reasonable best efforts manager(s) shall be reasonably acceptable to have the Company (such registration statement declared effective as promptly as practicableacceptance not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Shelf Registration Statement. (i) No later than a. Subject to the expiration terms and conditions hereof, and further subject to the availability of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissibleCompany, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (a the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements or any successor form thereto. If registering a number of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The , the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following The Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder.
b. Within five (5) days after receipt of a Shelf Notice pursuant to Section 6.3(a), the filing Company will deliver written notice thereof to all other holders of an Automatic Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement when in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is required received by any such holder of Registrable Securities.
c. Subject to re-evaluate its WKSI status the Company determines that it is not a WKSISection 6.3(d), the Company shall use its commercially reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities.
d. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.
e. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
f. At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that is not automatically effective or file a new it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement.
Statement (iii) To the extent that the Company becomes ineligible to use Form S-3a “Shelf Offering”), then the Company shall file amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 6.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “shelf” Marketed Underwritten Shelf Offering”):
i. such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and
ii. if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 6.1(g). Except as otherwise expressly specified in this Section 6.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article VI as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) and Section 6.1(g).
g. Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement on Form S-1 registering statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for resale not later than thirty purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.
h. Any time that a Shelf Offering involves a Marketed Underwritten Shelf Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (30including which such managing underwriters will serve as lead or co-lead) calendar days after and underwriters with respect to the date offering of such ineligibility Registrable Securities; provided, that such investment banker(s) and use its reasonable best efforts manager(s) shall be reasonably acceptable to have the Company (such registration statement declared effective as promptly as practicableacceptance not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Shelf Registration Statement. The Company shall use its reasonable best efforts to file, not later than (i) No later than 30 days after the expiration of date hereof (the Lock-Up Period“S-3 Shelf Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement (on Form S-3 covering the resale of all of the Registrable Securities held by the Common Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file Form S-3 Shelf as of or prior to the extent permissible) S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, ); provided that the Company shall use its reasonable best efforts to remain qualified to file the Form S-3 Shelf. As of the date hereof, the Company is qualified to file a Form S-3 Shelf. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as is reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed of by the Common Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective with extend beyond the SEC at all times three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to re-file have such Shelf Registration Statement upon declared effective promptly (the period during which the Company shall use its expiration, and subject reasonable efforts to Sections 3(fkeep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S- 3 Shelf promptly after the Company becomes so eligible. The Company shall promptly notify the Common Investors by e-mail of the effectiveness of a Shelf Registration Statement promptly after the Company telephonically confirms effectiveness with the SEC (gbut in no event more than two Business Days thereafter), . The Company shall file a final prospectus with the SEC to cooperate in any shelf take-down, whether or not underwritten, the extent required by amending or supplementing Rule 424 under the Prospectus related to Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 provide for customary permitted means of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements disposition of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities, including agented transactions, sales directly into the market and purchases or sales by brokers. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to a be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementeffective.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Common Stock Purchase Agreement
Shelf Registration Statement. (ia) No later than The Company shall use commercially reasonable efforts to have declared effective by the expiration of SEC, prior to the Lock-Up PeriodDate, the Company shall file with the SEC a shelf Registration Statement (registration statement on Form S-3 or any comparable or successor form under the Securities Act then available to the extent permissible) Company providing for the resale pursuant to Rule 415 under the Securities Act from time to time of all or part of the Registrable Securities (a the “Shelf Registration Statement”) covering (which may be an amendment to an existing shelf registration statement) relating to the resale of all the applicable shares of Company Common Stock; provided, however, that if the Company is not then eligible to register for resale the Registrable SecuritiesSecurities on Form S-3, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, then the Company shall use its reasonable best efforts to keep provide for the registration of such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested Registrable Securities for resale by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) Stockholders on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securitiesanother appropriate form). The Company shall pay the registration fee Registration Expenses for all Registrable Securities to be registered pursuant to an Automatic the Shelf Registration Statement. The Company agrees to use commercially reasonable efforts to keep the Registration Statement at continuously effective under the time 1933 Act until the earliest of filing ten (10) years from the Lock-Up Date or such shorter period ending when all the Stockholders cease to own, in the aggregate, 3% of the Automatic Shelf Total Voting Power (such period, the “Registration Statement and Period”). It shall not elect be a condition precedent to pay any portion the obligation of the registration fee on a deferred basis. If at Company to take any time following action pursuant to Section 6(a) in respect of the filing of an Automatic Shelf Registration Statement when Registrable Securities that the Stockholders shall furnish to the Company is required to re-evaluate its WKSI status such information regarding the Stockholders, the securities held by the Stockholders and the intended method of disposition of such securities as the Company determines that it is not a WKSIshall reasonably request and as shall be required in connection with the action to be taken by Company pursuant to Section 6(a).
(b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities, to require such holders of Registrable Securities to suspend the use its reasonable best efforts to post-effectively amend of the Automatic Shelf Registration Statement to a for sales of Registrable Securities under the Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementduring any Blackout Period.
(iiic) To Notwithstanding anything to the contrary in this Agreement, this Section 6, Section 9(b), Section 10, and, to the extent that applicable to such Sections, Section 1 shall survive until the Company becomes ineligible to use Form S-3, expiration of the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableRegistration Period.
Appears in 1 contract
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (on Form S-3 to the extent permissible) (a “Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and ). The Issuers shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file and Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 225 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer cease to be outstanding.
, (ii) If all Registrable Notes are eligible to be sold to the Company is public pursuant to Rule 144(k) under the Securities Act or (iii) a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the rules and regulations Company may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of the filing of a post-effective amendment to the Automatic Initial Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to rewhere such post-evaluate its WKSI status the Company determines that it effective amendment is not a WKSI, the Company shall use its reasonable best efforts yet effective and needs to post-effectively amend the Automatic Shelf Registration Statement be declared effective to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Meritage Homes CORP)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the The Company shall agrees to file with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 to under the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, Securities Act or another appropriate form selected by the Company shall use its reasonable best efforts to keep permitting registration of such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested Transfer Restricted Securities for resale by the Holders in the manner or as otherwise requiredmanners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated without limitation, up to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securitiestwo underwritten offerings). The Company shall pay use all commercially reasonable efforts to not permit any securities other than the registration fee for all Registrable Transfer Restricted Securities to be registered pursuant to an Automatic included in any Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisStatement. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the The Company shall use its all commercially reasonable best efforts to post-effectively amend the Automatic cause each Shelf Registration Statement to a be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep each Shelf Registration Statement that is not automatically continuously effective or file a new Shelf Registration Statement.
(iii) To under the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities Act for resale not later than thirty (30) calendar days two years after the date of on which all the Notes are sold (including those sold pursuant to the over-allotment option granted to the Purchasers in the Purchase Agreement) to the Purchasers (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such ineligibility and use its reasonable best efforts shorter period ending when there cease to have such registration statement declared effective as promptly as practicablebe any Transfer Restricted Securities outstanding.
Appears in 1 contract
Sources: Registration Rights Agreement (Premiere Technologies Inc)
Shelf Registration Statement. (a) Not later than the earlier of (i) No the 10th Business Day following the date on which the Company files its Annual Report on Form 10-K for the year ended December 31, 2017, and (ii) March 10, 2018 (the “Filing Deadline”), the Company shall file a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Investors on a delayed or continuous basis (the “Form S-3 Shelf”); provided that, in the event that the Company is not eligible to file Form S-3 Shelf prior to the Filing Deadline, the Company shall file a Form S-1 Shelf (as defined below) not later than the expiration Filing Deadline.
(b) Subject to the terms of the Lock-Up this Agreement, including any applicable Suspension Period, the Company shall file with use its commercially reasonable efforts to cause the SEC Form S-3 Shelf to be declared effective under the Securities Act promptly after the filing thereof, but in the event of no “review” by the SEC, no later than the 15th calendar day following the Filing Deadline, and shall use its reasonable efforts to keep such Form S-3 Shelf, or a shelf successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed by the Investors or are no longer Registrable Securities. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period (as defined below), the Company shall file a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and together with a Form S-3 to the extent permissible) (Shelf, a “Shelf Registration Statement”) covering not later than 60 Business Days after the resale of all Registrable Securitiesdate the Company becomes ineligible, and shall use its reasonable best efforts to cause have such registration statement Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to become effective no later than the expiration of the Lock-Up Period. Upon filing keep the Shelf Registration StatementStatement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its reasonable best efforts to keep such convert the Form S-1 Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that promptly after the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableso eligible.
Appears in 1 contract
Shelf Registration Statement. (ia) No Subject to Section 5.3(b), not later than the expiration first anniversary of the Lock-Up PeriodClosing Date, the Company shall file with the SEC Commission either (i) a shelf Shelf Registration Statement or (on Form S-3 ii) pursuant to Rule 424(b) under the Securities Act, a prospectus supplement that shall be deemed to be part of an existing Shelf Registration Statement in accordance with Rule 430B under the Securities Act, in each case relating to the extent permissible) offer and sale of all of the Registrable Securities (a the “Shelf Registration Statement”) covering the resale of all Registrable Securities). The Company shall, and shall if such Shelf Registration Statement is not automatically effective, use its reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, Statement to be declared effective under the Securities Act as soon as possible after filing. The Company shall amend or supplement such Shelf Registration Statement to include additional Registrable Securities at such time as the Transfer of such Registrable Securities is permitted pursuant to Section 2.1(a). The Company shall use its reasonable best efforts to keep such cause the Shelf Registration Statement effective with the SEC at all times and to re-file such remain effective, including by filing a replacement Shelf Registration Statement upon its expirationthe expiration of the original Shelf Registration Statement until such time as there are no remaining Registrable Securities, and subject to Sections 3(f) and (gthe limitation on underwritten takedowns set forth in Section 5.1(b)(i), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing amend the Prospectus related to such Shelf Registration Statement from time to time as may be reasonably requested by the Holders or as otherwise required, until such time as all holders of Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement permit disposition of Registrable Securities pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) thereto in accordance with the requirements preferred method of distribution of Shares under the Securities Act and the rules and regulations Shelf Registration Statement of the SEC thereunder, that covers the Registrable Securities. such holders.
(b) The Company shall pay not be required to file the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at if the time Company has notified the holders of filing Registrable Securities that, in the good faith judgment of the Automatic Shelf Registration Statement and shall not elect Company, it would be materially detrimental to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required for such registration to re-evaluate its WKSI status the Company determines that it is not a WKSIbe effected at such time, in which event the Company shall use its reasonable best efforts have the right to postdefer such filing for a period of not more than forty-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementfive (45) days.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall shall:
(i) use its best reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Shares being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 3(b)), and pursuant thereto the Company will prepare and file with the SEC the Shelf Registration Statement on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Shares in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions of this Agreement;
(ii) use its best reasonable efforts to keep the Shelf Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 of this Agreement; and upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of a material fact or omit to state any material fact necessary to make the statement therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Shares during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement curing such defect, and, if the SEC review is required, use its best reasonable efforts to cause such amendment to be declared effective as soon as practicable;
(iii) prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the applicable period set forth in Section 3, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the SEC at provisions of the Securities Act with respect to the disposition of all times and to re-file such securities covered by the Shelf Registration Statement upon its expirationduring the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus;
(iv) advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the SEC for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that the Company determines in its good faith judgment that the disclosure of such fact or happening or event at such time would have a material adverse effect on the business, financial condition, operations or prospects of the Company or the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed); and if at any time the SEC shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Shares under state securities or blue sky laws, the Company shall use its best reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(v) subject to Sections 3(fSection 5(a)(ii), if any fact or event contemplated by Section 5(a)(iv)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Shares, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(vi) furnish to each Holder in connection with such sale, if any, before filing with the SEC, copies of the Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review and reasonable comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holder shall reasonably object within five Business Days after the receipt thereof; a Holder shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act;
(vii) as soon as reasonably practicable prior to the filing of any document that is to be incorporated by reference into the Shelf Registration Statement or Prospectus, provide copies of such document to each Holder in connection with such sale, if any, make the Company’s representatives available for discussion of such document and other customary due diligence matters for a period of at least five Business Days, and, if appropriate, include such information in such document prior to the filing thereof as such Holder may reasonably request;
(viii) make available at reasonable times for inspection by each Holder and any attorney or accountant retained by such Holder, all financial and other records, pertinent corporate documents of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with the Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons, unless (A) disclosure of such information on a non-confidential basis is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information on a non-confidential basis is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of the Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (D) such information becomes available to such person from a source other than the Company and its subsidiaries and such source is not known, after due inquiry, by such person to be bound by a confidentiality agreement; provided further, that the foregoing investigation shall be coordinated on behalf of such persons by one representative designated by and on behalf of such persons and any such confidential information shall be available from such representative to such persons so long as any person agrees to be bound by such confidentiality agreement;
(ix) if requested by any Holder in connection with such sale, as soon as reasonably practicable include in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holder may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Shares; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;
(x) furnish to each Holder in connection with such sale, if any, without charge, at least one copy of the Shelf Registration Statement, as first filed with the SEC, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(xi) deliver to each Holder, without charge, such number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder reasonably may request; the Company hereby consents to the use (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing accordance with law) of the Prospectus related and any amendment or supplement thereto by each Holder in connection with the offering and the sale of the Transfer Restricted Shares covered by the Prospectus or any amendment or supplement thereto;
(xii) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to such expedite or facilitate the disposition of the Transfer Restricted Shares pursuant to the Shelf Registration Statement as may be reasonably requested by such Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the Company shall:
(1) upon the request of any Holder (or, in the case of paragraph (B) below, upon the request of the Holders or as otherwise requiredof a majority of the Shares covered by the Shelf Registration Statement, until provided that such time as all Registrable Securities that could be sold request is made in such writing prior to the date on which the Shelf Registration Statement have been sold is declared effective), furnish (or are no longer outstanding.in the case of paragraph (B) below, use its best reasonable efforts to cause to be furnished) to such Holder, upon the effectiveness of the Shelf Registration Statement:
(iiA) If a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Sections 2.6 and 6.5(a) of the Placement Agreement and such other similar matters as such Holder may reasonably request;
(B) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of independent counsel to the Company, covering matters of the type customarily covered in opinions of issuer’s counsel requested in underwritten offerings, such as the effectiveness of the Shelf Registration Statement and such other matters as may be reasonably requested by such Holders; without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Shelf Registration Statement or the related Prospectus; and
(2) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (1) above and with any customary conditions contained in any agreement entered into by the Company pursuant to this clause (xii);
(xiii) prior to any public offering of Transfer Restricted Shares, take such action as is reasonably required under the securities or blue sky laws of such jurisdictions within the United States of America as the selling Holders may request to enable the disposition in such jurisdictions of the Transfer Restricted Shares covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where the Company is a well-known seasoned issuer not now so qualified or to take any action that would subject the Company to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where the Company is not now so subject;
(xiv) in connection with any sale of Transfer Restricted Shares that will result in such securities no longer being Transfer Restricted Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Shares to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Shares in such denominations and such names as defined in Rule 405the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Shares;
(xv) (a “WKSI”) at a time when it is obligated use its best reasonable efforts to file a cause the disposition of the Transfer Restricted Shares covered by the Shelf Registration Statement pursuant to this Agreementbe registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Shares, subject to the Company shall file an automatic shelf registration statement proviso contained in clause (as defined in Rule 405 of the Securities Actxiii) on Form S-3 above;
(an “Automatic Shelf Registration Statement”xvi) in accordance otherwise use its best reasonable efforts to comply with the requirements of the Securities Act and the all applicable rules and regulations of the SEC thereunderSEC, that covers and make generally available to its security holders with regard to the Registrable Securities. The Company shall pay Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the registration fee for all Registrable Securities to requirements of Rule 158 (which need not be registered pursuant to an Automatic audited) covering a twelve-month period beginning after the effective date of the Shelf Registration Statement at (as such term is defined in paragraph (c) of Rule 158 under the time Securities Act);
(xvii) provide promptly to each Holder, upon request, each document filed with the SEC pursuant to the requirements of filing Section 13 or Section 15(d) of the Automatic Shelf Registration Statement and shall not elect Exchange Act; and
(xviii) use its best reasonable efforts to pay cause the Shares to be listed on any portion of the registration fee securities exchange or automated quotation system on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when which similar securities issued by the Company is required are then listed, to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableShares satisfies applicable listing requirements.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up Period, the Company The Issuers shall prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement (on Form S-3 subject to the extent permissibleSection 3(u)) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and thereafter shall use their reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Act within 150 days after the Closing Date; provided that if any Securities are issued upon exercise of the Lockover-Up Periodallotment option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Issuers will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities and Common Stock issuable upon conversion of the Notes are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. Upon filing The Issuers shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for the Shelf Registration Statement, or by the Act, the Exchange Act or the SEC.
(i) Not less than 30 calendar days prior to the effectiveness of the Shelf Registration Statement, the Company Issuers shall use its reasonable best efforts mail the Notice and Questionnaire to keep such the Holders of Transfer Restricted Securities. The Issuers shall take action to name each Holder that is a Notice Holder as of the date that is 10 calendar days prior to the effectiveness of the Shelf Registration Statement effective with so that such Holder is named as a selling security holder in the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of the Automatic Shelf Registration Statement and such time to purchasers of such Holder's Transfer Restricted Securities in accordance with applicable law. The Issuers shall not elect be under no obligation to pay name any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines Holder that it is not a WKSI, Notice Holder as a selling security holder in the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iiiii) To After the extent that the Company becomes ineligible to use Form S-3Shelf Registration Statement has become effective, the Company shall file Issuers shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days Notice and Questionnaire to such Holder. From and after the date on which the Shelf Registration Statement has become effective, the Issuers shall (i) as promptly as is practicable after the date a completed and signed Notice and Questionnaire and such other information as the Issuers may reasonably request is delivered to the Issuers, and in any event within five Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law, a post-effective amendment to the Shelf Registration Statement and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such ineligibility Holder's Transfer Restricted Securities in accordance with applicable law, and (ii) use its their reasonable best efforts to have cause any such registration statement declared post-effective amendment to become effective under the Act as promptly as is practicable; provided, however, that if a Notice and Questionnaire is delivered to the Issuers during a Suspension Period, the Issuers shall not be obligated to take the actions set forth in clauses (i) and (ii) until the termination of such Suspension Period.
(c) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until the earliest of (i) the second anniversary of the Closing Date, (ii) the date on which all the Securities or Common Stock issued or issuable upon conversion of the Notes may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144) of the Issuers pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the Securities or Common Stock issued or issuable upon conversion of the Notes have been transferred pursuant to Rule 144 under the Act (or any similar provision then in force) and (iv) such date as of which all the Securities or the Common Stock issued or issuable upon conversion of the Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Issuers will, (x) subject to Section 2(d), prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act and (z) comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.
(d) The Issuers may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 60 days in any 12-month period (the "Suspension Period") for valid business reasons, to be determined by the Issuers in their sole reasonable judgment (not including avoidance of the Issuers' obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Issuers promptly thereafter comply with the requirements of Section 3(j) hereof, if applicable; provided, further, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Issuers to pay Liquidated Damages.
(e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 150 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 60 days in the aggregate in any 12 month period during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Issuers will pay liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities or $2.50 per annum per 29.334 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities or $5.00 per annum per 29.334 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages shall cease to accrue in respect of any Transfer Restricted Security when it shall cease to be such. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Issuers on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in any partial month. In the event that any Liquidated Damages are not paid when due, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default.
(f) All of the Issuers' obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.
(g) Immediately upon the occurrence or the termination of a Registration Default, the Issuers shall give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion of the Notes, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Securities and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.
(h) All Securities which are purchased or otherwise acquired by the Issuers or any of their subsidiaries or affiliates (as defined in Rule 144 (or any successor provision) under the Act) prior to the Final Maturity Date shall be delivered to the Trustee for cancellation and the Issuers may not hold or resell such Securities or issue any new Securities to replace any such Securities or any Securities that any Holder has converted pursuant to the Indenture. All shares of Common Stock issued upon conversion of the Notes which are repurchased or otherwise acquired by the Issuers or any of their subsidiaries or affiliates (as defined in Rule 144 (or any successor provision) under the Act) at any time while such shares are "restricted securities" within the meaning of Rule 144 shall not be resold or otherwise transferred except pursuant to a registration statement which has been declared effective under the Act.
Appears in 1 contract
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementthe First Vessel Closing Date, then, on the First Vessel Closing Date, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act405) on Form S-3 (or any successor short form registration statement) (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act covering the offer and resale on a continuous basis pursuant to Rule 415, subject to the terms of this Agreement, by the Wayzata Parties of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become immediately effective upon the filing thereof. The Automatic Shelf Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A.
(ii) If the Company is not a WKSI at the First Vessel Closing Date, then as soon as reasonably practicable following the First Vessel Closing Date and in no event later than one (1) Business Day following the First Vessel Closing Date, the Company shall file with the SEC a shelf registration statement on Form S-3 (or any successor short form registration statement) (a “Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunderthereunder covering the offer and resale on a continuous basis pursuant to Rule 415, that covers subject to the terms of this Agreement, by the Wayzata Parties of all Registrable Securities. The Company shall pay use its reasonable best efforts to (i) have the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at declared effective by the time of SEC as soon as practicable thereafter, but in any event within 60 calendar days following the filing of such Shelf Registration Statement, (ii) to keep such Shelf Registration Statement continuously effective as set forth in this Agreement and (iii) to amend such Shelf Registration Statement to include any additional Selling Shareholders. The Shelf Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A, and contain the names of each Wayzata Party (or any Permitted Transferee or other permitted assignee or nominee thereof) as a “Selling Shareholder” as Wayzata shall specify in writing to the Company.
(iii) Upon filing the Automatic Shelf Registration Statement or the Shelf Registration Statement, as applicable, the Company shall use reasonable best efforts to keep such Registration Statement effective with the SEC at all times and shall not elect to pay any portion of re-file such Registration Statement (and use reasonable best efforts to keep such re-filed Registration Statement effective with the registration fee on a deferred basisSEC) upon its expiration until such time as all Registrable Securities that could be sold pursuant to such Registration Statement have been sold or are no longer outstanding. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company and determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To . For the extent that avoidance of doubt, nothing contained herein shall require the Company becomes ineligible to use Form S-3disclose any material, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablenon-public information that it is prohibited by law from disclosing.
Appears in 1 contract
Sources: Registration Rights Agreement (International Seaways, Inc.)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company The Issuers shall file with the SEC Commission a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Securities and Exchange Securities as to which Section 2(c)(iv) is applicable (on Form S-3 to the extent permissible) (a “"Initial Shelf Registration Statement”) covering the resale of all Registrable Securities, and "). The Issuers shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective file with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing Commission the Prospectus related to such Initial Shelf Registration Statement as may promptly as practicable and in any event on or prior to 45 days after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be reasonably requested on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the Holders manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as otherwise requireddefined below). The Issuers shall use their respective commercially reasonable efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 150th day after such Shelf Filing Event occurs and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), until subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the "Effectiveness Period"), or such time as shorter period ending when (i) all Registrable Securities that could be sold in such covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Subsequent Shelf Registration Statement pursuant to this Agreement, covering all of the Company shall file Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an automatic shelf registration statement (as defined in Rule 405 of earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) on Form S-3 (an “Automatic the Effectiveness Period in respect of the Initial Shelf Registration Statement”) in accordance Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the rules and regulations Issuers may suspend the effectiveness of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Initial Shelf Registration Statement at by written notice to the time Holders solely as a result of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend effective amendment to the Automatic Initial Shelf Registration Statement to a Shelf Registration Statement that incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is not automatically yet effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible and needs to be declared effective to permit holders to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablerelated Prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Devon Energy Corp/De)
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file In connection with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall shall:
(i) use its commercially reasonable best efforts to keep effect such Shelf registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company shall prepare and file with the Commission a Registration Statement effective relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the SEC at all times intended method or methods of distribution thereof within the time periods and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate otherwise in any shelf take-down, whether or not underwritten, by amending or supplementing accordance with the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.provisions hereof;
(ii) If issue, upon the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement pursuant to contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the Company shall file an automatic shelf registration statement (as defined in Rule 405 aggregate principal amount of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered Initial Notes sold pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect surrendered to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, for cancellation; the Company shall use its reasonable best efforts register the Exchange Notes in the name of the purchaser(s) who purchased securities subject to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To furnish to each Holder in connection with such exchange or sale, if any, before filing with the extent Commission, copies of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Shelf Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission or fails to comply with the applicable requirements of the Act;
(iv) promptly prior to the filing of any document that is to be incorporated by reference into a Shelf Registration Statement or Prospectus, provide copies of such document to each Holder in connection with such exchange or sale, if any, make the Company's representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request;
(v) make available, at reasonable times, for inspection by each selling Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and cause the officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided, however, that such Persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such Persons, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person or (iv) such information becomes available to such Person from a source other than the Company and its subsidiary and such source is not known, after due inquiry, by such Person to be bound by a confidentiality agreement; provided further, that the foregoing investigation shall be coordinated on behalf of such Persons by one representative designated by and on behalf of such Persons and any such confidential information shall be available from such representative to such Persons so long as any Person agrees to be bound by such confidentiality agreement;
(vi) if requested by any Holders in connection with such exchange or sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;
(vii) deliver to each selling Holder without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;
(viii) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Shelf Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any applicable Shelf Registration Statement. In such connection, the Company shall:
(A) upon request of any Holder, furnish (or in the case of paragraphs (2) and (3), use its commercially reasonable efforts to cause to be furnished) to each Holder, upon the effectiveness of the Shelf Registration Statement:
(1) a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 7(f) of the Purchase Agreement and such other similar matters as such Holders may reasonably request;
(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company covering matters and beliefs similar to those set forth in Annex A to the Purchase Agreement and such other matters as such Holder may reasonably request; and
(3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 7(e) of the Purchase Agreement; and
(B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with clause (A) above and with any customary conditions contained in any agreement entered into by the Company pursuant to this clause (vii);
(ix) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Shelf Registration Statement; provided, however, that the Company becomes ineligible shall not be required to use Form S-3register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale Shelf Registration Statement, in any jurisdiction where it is not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablenow so subject.
Appears in 1 contract
Sources: Registration Rights Agreement (Houston Exploration Co)
Shelf Registration Statement. If (i) No later than the expiration Issuers determine, upon advice of their outside counsel, that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the Exchange Date because it would violate any applicable law or applicable interpretations of the Lock-Up PeriodStaff, (ii) the Company shall file with Exchange Offer is not for any other reason completed on or prior to the SEC date specified therefor in Section 2(a), (iii) an Initial Purchaser notifies the Issuers that Securities held by it are not eligible to be exchanged for Exchange Securities in the Exchange Offer, or (iv) any Holder notifies the Issuers that it is prohibited by law or the applicable interpretations of the Staff from participating in the Exchange Offer or may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a shelf Prospectus and the Prospectus included in the Exchange Offer Registration Statement (on Form S-3 is not appropriate or available for such resales, then the Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the extent permissible) (case may be, a “Shelf Registration Statement”) covering Statement providing for the resale of all Registrable Securities, the Transfer Restricted Securities by the Holders thereof and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep have such Shelf Registration Statement declared effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) SEC. If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated Issuers and the Guarantors are required to file a Shelf Registration Statement pursuant to this AgreementSection 2(b), the Company Issuers and the Guarantors shall use their respective commercially reasonable efforts to file an automatic shelf registration statement the Shelf Registration Statement with the SEC on or prior to the 60th day after such filing obligation arises and to cause the Shelf Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 120th day after the date on which the Shelf Registration Statement is filed. The Issuers and the Guarantors agree to use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of (as defined i) the time the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the Securities Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii) two years from the Closing Date and (iii) the date on which all Securities registered thereunder have been disposed of in Rule 405 accordance therewith (the “Shelf Effectiveness Period”). The Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transferred Securities covered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, unless (i) such action is required by applicable law, (ii) the Issuers and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers and the Guarantors promptly thereafter comply with the requirements of the Securities Act Section 3(i), if applicable. The Issuers and the rules and regulations of Guarantors further agree to supplement or amend the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect the related Prospectus if required by the rules, regulations or instructions applicable to pay any portion of the registration fee on a deferred basis. If at any time following form used by the filing of an Automatic Issuers for such Shelf Registration Statement when or by the Company is required Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of Transfer Restricted Securities with respect to re-evaluate information relating to such Holder, and to use their respective commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuers and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its WKSI status being filed with (in the Company case of a supplement) or declared effective by (in the case of an amendment) the SEC. Each Holder participating in such Shelf Registration Statement shall notify the Issuers promptly of any sale of Securities by it. In the event that any Initial Purchaser determines that it is not a WKSIeligible to participate in the Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, upon the Company shall use its reasonable best efforts to post-effectively amend effectiveness of the Automatic Shelf Registration Statement as contemplated by Section 2(b) and at the request of such Initial Purchaser, the Issuers shall issue and deliver to a the party purchasing Securities registered under the Shelf Registration Statement from that is not automatically effective or file a new Shelf Registration Statement.
(iii) To Initial Purchaser, upon the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date sale of such ineligibility and Securities, a like aggregate principal amount of Unrestricted Securities. The Issuers shall use its their commercially reasonable best efforts to have cause the CUSIP Service Bureau to issue the same CUSIP number for such registration statement declared effective Unrestricted Securities as promptly as practicablefor Exchange Securities issued pursuant to the Exchange Offer.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Tronox Inc)
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, use its reasonable efforts to prepare and file with the SEC within six months following the Closing Date a shelf Shelf Registration Statement with respect to resales of shares of Common Stock issuable upon mandatory conversion of shares of Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (on Form S-3 or any similar provisions then in force).
(b) The Company shall, at its expense, use its reasonable efforts to prepare and file with the extent permissible) (SEC within one year following the Closing Date a “Shelf Registration Statement”) covering the resale Statement with respect to resales of all Registrable Securities, and shall use reasonable best efforts shares of Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to cause such registration statement time on a delayed or continuous basis pursuant to become effective no later than the expiration of the Lock-Up PeriodRule 415 (or any similar provisions then in force). Upon filing the Shelf Registration StatementIf eligible, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with may satisfy the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated requirement to file a Shelf Registration Statement pursuant to this Agreement, Section 2(b) by registering for resale the Convertible Preferred Stock on the Shelf Registration Statement required to be filed under Section 2(a) above.
(c) The Company shall file an automatic shelf registration statement (as defined use its reasonable efforts to cause each Shelf Registration Statement described in Rule 405 of 2(a) and 2(b) above to be declared effective under the Securities Act.
(d) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable use its reasonable efforts to name each Holder of Transfer Restricted Securities to be registered pursuant to an Automatic as a selling shareholder in each Shelf Registration Statement at the time of filing its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Automatic Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request.
(e) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing requirement above, the Company shall not elect be obligated to pay file more than one Seller Post-Effective Amendment in any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the fiscal quarter.
(i) The Company shall use its reasonable best efforts efforts, subject to post-effectively amend Section 2(f)(ii), to keep the Automatic Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Sections 2(d) and 2(e), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement that or another registration statement covering such Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is not automatically effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or file a new otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration StatementPeriod”). The Company will (x) subject to Sections 2(d) and 2(e), use its reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and (z) comply in all material respects with the provisions of the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period.
(iiiii) To Notwithstanding anything herein to the extent contrary, the Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of its subsidiaries to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company becomes ineligible agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use Form S-3of the Prospectus (including the fact of the suspension), except as required by applicable law.
(g) Notwithstanding anything herein to the contrary, the Company shall not be required to file a “shelf” registration statement on Form S-1 registering Shelf Registration Statement that pursuant to (i) any written or oral guidance, comments, requirements or requests of the Registrable SEC staff and (ii) the Securities for resale not later than thirty (30) calendar days after the date Act, would be deemed to constitute a primary offering of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicablesecurities by it.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than Subject to the expiration of the Lock-Up Periodterms and conditions hereof, the Company shall file with as soon as reasonably practicable after the SEC date hereof, but in no event later than 45 days after such date, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a shelf Registration Statement (registration statement on Form S-3 or, if such form is not available to the extent permissible) Company, Form S-1, providing for an offering to be made on a continuous basis in accordance with Rule 415 under the Securities Act relating to the offer and sale, from time to time, of all of the Registrable Securities (a the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with or any successor form thereto, but shall register the requirements specific number of the Registrable Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement in accordance with such automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following .
(b) The Company shall use its commercially reasonable efforts to keep the filing of an Automatic Shelf Registration Statement when continuously effective for the Company is required to re-evaluate its WKSI status maximum period permitted by the Company determines that it is not Commission’s rules, and shall replace such Shelf Registration Statement at or before expiration with a WKSIsuccessor Shelf Registration Statement, until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement. In furtherance thereof, the Company shall use its reasonable best efforts to post-effectively amend be liable for and promptly indemnify Amazon if the Automatic Shelf Registration Statement is not continuously effective.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”), to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to the Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. Such certificate shall contain an estimate of the anticipated length of the Blackout Period. Upon such notice by the Company, each of the Holders covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential and promptly halt any offer, sale, trading, or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination, or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company).
(d) After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, and file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
(e) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that is not automatically effective it intends to sell all or file part of its Registrable Securities included on the Shelf Registration Statement (a new “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed in accordance with the Shelf Offering. Notwithstanding any other provision of this Agreement, no other holders of securities of the Company shall be entitled to receive any notice of or have its securities included in any such Shelf Offering, including any block sale off of the Shelf Registration Statement. A Holder may deliver a Take-Down Notice in respect of a Shelf Offering no more than four times in any calendar year.
(iiif) To the extent Any time that the Company becomes ineligible to use Form S-3a Shelf Offering involves a marketed underwritten Shelf Offering, the Company shall file a “shelf” registration statement on Form S-1 registering select the Registrable Securities for resale not later than thirty investment banker(s) and manager(s) that will serve as managing underwriters (30including which such managing underwriters will serve as lead or co-lead) calendar days after and underwriters with respect to such Shelf Offering; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableapplicable Holder.
Appears in 1 contract
Sources: Transaction Agreement (Applied Optoelectronics, Inc.)
Shelf Registration Statement. (ia) No later than Subject to the expiration terms and conditions hereof, and further subject to the availability of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to Public Company, any of the extent permissibleDemand Shareholders may by written notice delivered to Public Company (the “Shelf Notice”) require Public Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (a the “Shelf Registration Statement”) covering ). To the resale of all Registrable Securities, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the extent Public Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to 405 under the Securities Act), Public Company shall file a the Shelf Registration Statement pursuant to this Agreement, in the Company shall file form of an automatic shelf registration statement (as defined in Rule 405 of under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements or any successor form thereto. If registering a number of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The , Public Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement automatic shelf registration statement at the time of filing of the Automatic Shelf Registration Statement automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following Public Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder.
(b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 6.3(a), Public Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the filing of an Automatic Shelf Registration Statement when in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to Public Company a written request to so participate within five (5) days after the Shelf Notice is required received by any such holder of Registrable Securities.
(c) Subject to re-evaluate its WKSI status the Company determines that it is not a WKSISection 6.3(d), the Public Company shall use its commercially reasonable best efforts to post-effectively amend keep the Automatic Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities.
(d) Notwithstanding anything to the contrary contained in this Agreement, Public Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, Public Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of Public Company certifying that, in the good faith judgment of Public Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by Public Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by Public Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by Public Company) and, if so directed in writing by Public Company, will deliver to Public Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.
(e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, Public Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an 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.
(f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to Public Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then Public Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 6.3). In connection with any Shelf Offering that is not automatically effective an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or file other substantial marketing effort by Public Company and the underwriters (a new “Marketed Underwritten Shelf Offering”):
(i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration StatementStatement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and Public Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and
(ii) if the lead managing underwriter(s) advises Public Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 6.1(g). Except as otherwise expressly specified in this Section 6.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article VI as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) and Section 6.1(g).
(iiig) To Notwithstanding any other provision of this Agreement, if the extent that requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering of the Registrable Securities under an automatic shelf registration statement for resale not later than thirty purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.
(30h) calendar days after Any time that a Shelf Offering involves a Marketed Underwritten Shelf Offering, the date Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such ineligibility Registrable Securities; provided, that such investment banker(s) and use its reasonable best efforts manager(s) shall be reasonably acceptable to have Public Company (such registration statement declared effective as promptly as practicableacceptance not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Shelf Registration Statement. If (i) No later than the expiration Issuer, upon advice of its outside counsel, determines that the Exchange Offer Registration provided for in Section 22(a) above is not available or may not be completed as soon as practicable after the Exchange Date because it would violate any applicable law or applicable interpretations of the LockStaff, (ii) the Exchange Offer is not for any other reason completed on or prior to the date specified therefor in Section 22(a), or (iii) any Holder notifies the Issuer prior to the 20th Business Day following the Exchange Date that it (x) is prohibited by law or the applicable interpretations of the Staff from participating in the Exchange Offer, (y) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a Prospectus and the Prospectus included in the Exchange Offer Registration Statement is not appropriate or available for such resales, or (z) is a broker-Up Perioddealer and owns Securities acquired directly from the Issuer or an Affiliate of the Issuer, the Company Issuer and the Guarantors shall file with use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the SEC case may be, a shelf Shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering providing for the resale of all Registrable Securities, the Transfer Restricted Securities by the Holders thereof and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep have such Shelf Registration Statement declared effective with the SEC at all times and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) SEC. If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to this AgreementSection 22(b), the Company Issuer and the Guarantors shall use their respective commercially reasonable efforts to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises (the “Shelf Filing Date”) and to cause the Shelf Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 90th day after the date on which the Shelf Registration Statement is filed. The Issuer and the Guarantors agree to use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of (i) the time the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the Securities Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii) two years from the Closing Date and (iii) the date on which all Securities registered thereunder have been disposed of in accordance therewith (the “Shelf Effectiveness Period”). The Issuer and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, unless (i) such action is required by applicable law, (ii) the Issuer and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 23(i), if applicable. The Issuer and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of Transfer Restricted Securities with respect to information relating to such Holder, and to use their respective commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being filed with (in the case of a supplement) or declared effective by (in the case of an automatic shelf registration statement (as defined amendment) the SEC. Each Holder participating in Rule 405 such Shelf Registration Statement shall notify the Issuer promptly of any sale of Securities by it. The Issuer may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of the Securities Act) on Form S-3 (an “Automatic as the Issuer may from time to time reasonably require for inclusion in the Shelf Registration Statement”, including requiring the Holder to properly complete and execute such selling Security Holder notice and questionnaires, and any amendments or supplements thereto, as the Issuer may reasonably deem necessary or appropriate, and the Issuer may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. Notwithstanding any other provisions of this Agreement to the contrary, the Issuer shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in accordance all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be registered pursuant stated therein or necessary to an Automatic Shelf Registration Statement at make the time of filing statements made therein, in the light of the Automatic Shelf Registration Statement and shall circumstances under which they were made, not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementmisleading.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by the Holders from time to time on Form S-3 a delayed or continuous basis pursuant to Rule 415 and in accordance with the extent permissible) (a “methods of distribution set forth in such Shelf Registration Statement”) covering the resale of all Registrable Securities, Statement and thereafter shall use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act within 210 days after the Closing Date; provided that if any Securities are issued upon exercise of the Lock-Up Period. Upon filing Option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities issued upon an exercise of the Option and the shares of Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC.
(i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling security holder in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first-class registered mail or by courier with delivery confirmation, a properly completed Notice and Questionnaire to the Company. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 7(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the 20th Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior to initial effectiveness of the Shelf Registration Statement) (in any case, the “Questionnaire Deadline”). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder in accordance with Section 7(c) hereof, and (B) in the case of a Holder that is a transferee of Transfer Restricted Securities, upon the request of such transferee Holder given in accordance with Section 7(c) hereof, to such Holder at the address set forth in such request.
(ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within 10 Business Days after its receipt thereof, file any amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to permit the Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2(d) hereof), provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period.
(iii) Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading.
(c) The Company shall use its reasonable best efforts to keep such the Shelf Registration Statement effective continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest to occur of: (i) the last date on which in the opinion of counsel to the Company the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (ii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144; (iii) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement; and (iv) the date that is two (2) years after the later of the Closing Date or the latest Option Closing Date (as defined in the Purchase Agreement) (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(d), prepare and file with the SEC at all times such amendments and post-effective amendments to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period.
(d) The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Liquidated Damages pursuant to Section 2(e), for a period not to exceed: (i) 45 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 120 days in the aggregate during any 12-month period, in each case only for valid business reasons, to be determined in good faith by the Company in its sole judgment (which shall not include the avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided that if the suspension of the Shelf Registration Statement relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which, in the sole judgment of the Company, would impede the Company’s ability to consummate such transaction, the Company may extend the Suspension Period set forth in (i) and (ii) above to 75 days; provided further, that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(e) The Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement is not filed with the SEC on or within 90 days after the Closing Date; (ii) the Shelf Registration Statement has not been declared effective by the SEC within 210 days after the Closing Date; or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as otherwise requireda result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 45 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 120 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), provided that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare effective a post-effective amendment to the Shelf Registration Statement in connection with the Company’s obligation to file such an amendment pursuant to Section 2(d)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder) during any period in which a Registration Default has occurred or is continuing in an amount (the “Liquidated Damages”) equal to: (i) one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities constituting Transfer Restricted Securities for the period up to and including the 90th day during which such Registration Default has occurred and is continuing; and (ii) one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities constituting Transfer Restricted Securities for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Defaults. All accrued Liquidated Damages shall be paid by the Company on each Liquidated Damages Payment Date in cash to the date of such cure and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default and that such Liquidated Damages are the only monetary damages available to Holders in the event of a Registration Default. Notwithstanding anything in the Agreement to the contrary, Liquidated Damages shall only be payable to Notice Holders.
(f) All of the Company’s obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all Registrable Securities that could be sold such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Liquidated Damages shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer a Transfer Restricted Security; and (ii) the expiration of the Shelf Registration Statement have been sold or are no longer outstandingPeriod.
(iig) If Immediately upon the Company is occurrence or the termination of a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this AgreementDefault, the Company shall file give the Trustee, so long as the Securities remain outstanding, notice of such commencement or termination of the obligation to pay Liquidated Damages with regard to the Securities, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in an automatic shelf registration statement Officer’s Certificate (as such term is defined in Rule 405 the Indenture)), and prior to receipt of such Officer’s Certificate the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act Trustee and the rules transfer and regulations of paying agent shall be entitled to assume that no such commencement or termination has occurred, as the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statementcase may be.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Oscient Pharmaceuticals Corp)
Shelf Registration Statement. Subject to Section 3.3, and provided that the Company is eligible to register the resale of Eligible Securities on Form S-3, the Company shall, as promptly as reasonably practicable (i) No but in no event later than the expiration of 15th Business Day following the Lock-Up Perioddate hereof), the Company shall use its commercially reasonable efforts to file with the SEC a shelf Registration Statement (registration statement on Form S-3 for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the extent permissible) Securities Act including, if the Company is then eligible, as an automatic shelf registration, covering the resale of all of the Eligible Securities (a the “Shelf Registration Statement”). The Shelf Registration Statement shall be in a form permitting registration of such Eligible Securities for resale or distribution by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings, subject to Section 4.2 (including, but not limited to, Block Trades), agented transactions, sales directly into the market, purchases or sales by brokers, sales or other transfers to shareholders, partners or members of such Holders and Non-Underwritten Shelf Take-Downs). The Company will notify the Seller Representative when such Shelf Registration Statement has become effective. The Company shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 2.1. The Company shall (subject to the limitations on registration obligations of the Company set forth herein) covering the resale of all Registrable Securities, and shall use its commercially reasonable best efforts to cause such registration statement the Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act as promptly as practicable after the filing of the Lock-Up Period. Upon filing the Shelf Registration Statement, or automatically if the Company shall use its reasonable best efforts is eligible to file an automatically effective shelf registration statement, and (subject to the limitations on registration obligations of the Company set forth herein) to keep such the Shelf Registration Statement continuously effective with under the SEC at all times and to re-file such Securities Act (including by filing a replacement Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such expiration of a Shelf Registration Statement as may be reasonably requested filed pursuant to this Section 2.1) until the date (“Effectiveness Period”) that is the earliest of (i) the first date when all Eligible Securities covered by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or in the manner set forth and as contemplated in the Shelf Registration Statement, (ii) the first date on which there are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the any Eligible Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableEnd Date.
Appears in 1 contract
Shelf Registration Statement. (i) No later than the expiration of the Lock-Up Period, the Company shall file with the SEC a shelf Registration Statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering the resale of all Registrable Securities, and The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, and once effective, the Company Corporation shall use its reasonable best efforts to keep cause such Shelf Registration Statement to remain continuously effective with for such time period as is specified in the SEC at all times and to re-file request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement upon its expirationStatement, and subject to Sections 3(f(B) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as date on which all Registrable Securities that could be sold in covered by such Shelf Registration Statement have been sold or pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer outstanding.
any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Members in accordance with the terms of the Operating Agreement (iior such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) If to enable and cause such Shelf Registration Statement to be filed and maintained with the Company is a well-known seasoned issuer (Securities and Exchange Commission as defined in Rule 405) (a “WKSI”) at a time when it is obligated soon as practicable after the Corporation becomes eligible to file a Shelf Registration Statement pursuant for a Short-Form Registration; provided that any of the Original Members may, with respect to this Agreementitself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Members to be named as a selling securityholder in such Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined Corporation may require such Holder to deliver all information about such Holder that is required to be included in Rule 405 such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) , as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunderSection 2(d)(ii), any Holder that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic is named as a selling securityholder in such Shelf Registration Statement at the time of filing of the Automatic may make a secondary resale under such Shelf Registration Statement and shall not elect to pay any portion without the consent of the registration fee on Holders representing a deferred basis. If at majority of the Registrable Securities or any time following other Holder if such resale does not require a supplement to the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.
Appears in 1 contract
Shelf Registration Statement. (a) Within 45 Business Days after the Company first becomes eligible to use ▇▇▇ ▇▇▇▇ ▇-▇ to register under the Securities Act (i) No later than the expiration offer and sale by the Holders of all Registrable Securities then eligible to be so registered and the sale by the Company of shares of Series C Preferred Stock and Common Stock upon exercise of the Lock-Up PeriodWarrants by purchasers of the Warrants pursuant to a Shelf Registration, and (ii) the offer and sale of the Series A Registrable Securities pursuant to the Series A Registration Rights Agreement and the WCAS Registrable Securities pursuant to the WCAS Registration Rights Agreement, the Company shall file with the SEC a shelf Shelf Registration Statement (on Form S-3 relating to the extent permissible) (a “offer and sale, by the Holders from time to time, of the Registrable Securities then eligible to be so registered and the sale by the Company of shares of Series C Preferred Stock and Common Stock upon exercise of the Warrants by purchasers of the Warrants pursuant to the Shelf Registration Statement”) covering the resale of all Registrable SecuritiesRegistration, and shall use reasonable best efforts to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing the Shelf Registration Statement, the Company shall use its reasonable best efforts to keep such cause the Shelf Registration Statement to be declared effective with by the SEC at all times and as soon as reasonably practicable after filing. Notwithstanding any provision of this Agreement to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreementcontrary, the Company shall not have any obligation pursuant to this Section 3 to file an automatic shelf with the SEC any registration statement (as defined in Rule 405 on any SEC form other than SEC Form S-3. The Company shall notify each Holder of the date on which the Shelf Registration Statement is declared effective.
(b) If a Holder wishes to sell, transfer or otherwise dispose of Registrable Securities Act) on Form S-3 (an “Automatic pursuant to the Shelf Registration Statement, such Holder shall deliver to the designated representative of the Company a written notice (a “Shelf Resale Notice”) of such Holder’s good-faith present intention to sell, transfer or otherwise dispose of some or all of such Holder’s Registrable Securities, and the number and type of Registrable Securities such Holder proposes to sell, transfer or otherwise dispose of. Upon receipt of each Shelf Resale Notice, the Company shall, no later than the second Business Day after such Shelf Resale Notice has been given, either (i) provide a Suspension Period Notice or (ii) give written notice (a “Company Shelf Response”) to the Holder who gave such Shelf Resale Notice stating that the Prospectus relating to the Registration Statement is current and that the Registrable Securities covered by the Shelf Resale Notice may be resold within ten Business Days after receipt of such Company Shelf Response. If the Company does not respond within such two Business Days, it shall be deemed to have given a Company Shelf Response. Any Holder who receives or is deemed to have received a Company Shelf Response shall then have ten Business Days after receipt of such Company Shelf Response in which to sell, transfer or otherwise dispose of the shares subject to the Shelf Resale Notice. If such Holder does not sell, transfer or otherwise dispose of such Registrable Securities within such period, the Holder shall be required to deliver another Shelf Resale Notice and comply again with the other requirements of this Section 3(b) before selling, transferring or otherwise disposing of Registrable Securities pursuant to the Shelf Registration Statement. All notices pursuant to this Section 3(b) shall be provided by facsimile transmission or electronic mail delivery and confirmed by direct telephonic communication with the Company’s designated representative referred to in Section 19.
(c) The Shelf Registration Statement shall cover the offering and sale of the Registrable Securities only in accordance with the requirements methods of distribution described in Exhibit A attached to this Agreement (the “Plan of Distribution”), which shall be included in the Prospectus forming part of the Securities Act Shelf Registration Statement, provided that, notwithstanding the foregoing and the rules and regulations any contrary provision of the SEC thereunderthis Agreement, that covers the Registrable Securities. The Company shall pay the registration fee for all no Holder may effect an Underwritten Offering of Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iiid) To The Company shall use commercially reasonable efforts to establish and, once established, maintain its eligibility to use SEC Form S-3 to the extent that required to enable it to file and maintain the Company becomes ineligible to use Form S-3, the Company shall file effectiveness of a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not later than thirty (30) calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableShelf Registration Statement in accordance with this Agreement.
Appears in 1 contract
Shelf Registration Statement. (ia) No later than the expiration of the Lock-Up PeriodThe Company shall, the Company shall at its expense, prepare and file with the SEC within 90 days following the Closing Date a shelf Shelf Registration Statement (with respect to resales of the Transfer Restricted Securities by each Holder that is a Notice Holder from time to time on Form S-3 a delayed or continuous basis pursuant to Rule 415 and in accordance with the extent permissible) (methods of distribution elected by such Notice Holders in a “Shelf Registration Statement”) covering the resale of all Registrable Securities, Notice and Questionnaire and thereafter shall use reasonable its best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than under the expiration Securities Act within 180 days after the Closing Date; provided that if any Additional Securities are issued and the date on which such Additional Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Lock-Up Period. Upon filing the Shelf Registration Statement, to ensure that such Additional Securities and the Company shall use its reasonable best efforts to keep such shares of Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement effective with on the SEC at all times and to re-file such same terms as the Securities issued on the Closing Date. The Company shall supplement or amend the Shelf Registration Statement upon its expirationif required by the rules, and subject regulations or instructions applicable to Sections 3(fthe registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC.
(i) and (g), The Company shall take action to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing name each Holder that is a Notice Holder as of the Prospectus related date that is 10 Business Days prior to such the effectiveness of the Shelf Registration Statement as may be reasonably requested by a selling securityholder in the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of the Automatic Shelf Registration Statement and such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company shall not elect be under no obligation to pay name any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines Holder that it is not a WKSI, Notice Holder as a selling securityholder in the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iiiA) To After the extent Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, promptly send a Notice and Questionnaire to such Holder and the Company shall, as promptly as is practicable after the date a completed and signed Notice and Questionnaire is delivered to the Company, and in any event (subject to clause (B) below) within 10 Business Days after such date, prepare and file with the SEC (x) a supplement to the Prospectus or, if a post-effective amendment to the Shelf Registration Statement is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company becomes ineligible files a Seller Post-Effective Amendment, it shall use its best efforts to use Form S-3cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable and in any event within 75 days of such filing. Notwithstanding anything contained herein to the contrary, if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to take the actions set forth above until the termination of such Suspension Period.
(B) Notwithstanding the 10-Business-Day requirement of clause (A) above, the Company shall not be required to file more than one Seller Post-Effective Amendment in any fiscal quarter, provided that this clause (B) shall not relieve the Company of any obligations under clause (A) unless a “shelf” Seller Post-Effective Amendment is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement.
(c) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d), by all Notice Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Security or share of Common Stock which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Securities or shares of Common Stock relating to restrictions on Form S-1 registering transferability thereof, under the Registrable Securities Act or otherwise, is removed, (C) may be sold or transferred pursuant to Rule 144(k) or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Company will, (x) subject to Section 2(d), prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for resale the Shelf Registration Period, (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and (z) comply in all material respects with the provisions of the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period.
(d) The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Additional Amounts pursuant to Section 2(e), for a period not later than thirty to exceed 90 days in the aggregate during any 12-month period for valid business reasons, to be determined by the Company in its sole judgment (30which shall not include the avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) calendar hereof, if applicable, and provided further that, if a Seller Post-Effective Amendment is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and effectiveness of any Seller Post-Effective Amendment shall not be deemed to be a Suspension Period hereunder.
(e) The Company and the Initial Purchasers agree that the Holders of Transferred Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if (i) the Shelf Registration Statement is not filed with the SEC within 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date, (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period and excluding, if a Seller Post-Effective Amendment is required by applicable law in order to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and effectiveness of any Seller Post-Effective Amendment) which exceeds 90 days in the aggregate in any 12-month period or (iv) the Company fails to perform its obligations set forth in Section 2(b)(ii) within the time periods required therein (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company shall pay to each Notice Holder (who is also a Record Holder) (but only to each affected Notice Holder under Section 2(b)(ii) in the case of clause (iv)) during any period in which a Registration Default has occurred or is continuing an amount (the “Additional Amounts”) equal to (i) one-quarter of one percent (25 basis points) per annum of the outstanding principal amount of Securities constituting Transfer Restricted Securities held by such Holder for the period up to and including the 90th day during which such Registration Default has occurred and is continuing, (ii) one-half of one percent (50 basis points) per annum of the outstanding principal amount of Securities constituting Transfer Restricted Securities held by such Holder for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, (iii) one-quarter of one percent (25 basis points) per annum of the then-applicable conversion price of the Common Stock constituting Transfer Restricted Securities held by such Holder for the period up to and including the 90th day during which such Registration Default has occurred and is continuing and (iv) one-half of one percent (50 basis points) per annum of the then-applicable conversion price of the Common Stock constituting Transfer Restricted Securities held by such Holder for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Additional Amounts will cease to accrue with respect to such Registration Defaults. All accrued Additional Amounts shall be paid by the Company on each Additional Amounts Payment Date in cash and Additional Amounts will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Notice Holders by reason of a Registration Default and that such Additional Amounts are the only monetary damages available to Notice Holders in the event of a Registration Default.
(f) All of the Company’s obligations (including, without limitation, the obligation to pay Additional Amounts) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Additional Amounts shall accrue as to any Transfer Restricted Security from and after the date such security is no longer a Transfer Restricted Security. Additional Amounts shall not accrue to more than one Notice Holder with respect to a Transfer Restricted Security at any one time.
(g) Immediately upon the occurrence or the cure of a Registration Default, the Company shall give (i) the Trustee, so long as the Securities remain outstanding, and (ii) the transfer and paying agent for the Common Stock, in the event any Notice Holder holds Common Stock issued upon conversion of Securities, notice of such ineligibility commencement or termination of the obligation to pay Additional Amounts with regard to the Securities or the Common Stock, as the case may be, the amount or applicable percentage thereof and use its reasonable best efforts the nature of the default giving rise to have such registration statement declared effective commencement or the event giving rise to such termination, as promptly the case may be (such notice to be contained in an Officer’s Certificate (as practicablesuch term is defined in the Indenture)), and prior to receipt of such Officer’s Certificate the Trustee and the transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.
Appears in 1 contract
Sources: Registration Rights Agreement (Landamerica Financial Group Inc)
Shelf Registration Statement. (i) No later than On or prior to the expiration of the Lock-Up PeriodClosing Date, the Company Parent shall file with the SEC a shelf Registration Statement registration statement (on Form S-3 to the extent permissible) (a “Shelf Registration Statement”) covering to register the resale of all Registrable Securitiesthe Merger Consideration and such shelf registration shall be effective on the Closing Date. If after the Closing Date, and shall use reasonable best efforts Parent fails to cause such registration statement to become effective no later than the expiration of the Lock-Up Period. Upon filing qualify as a WKSI, or the Shelf Registration StatementStatement becomes ineffective for any other reason, the Company Parent shall use its reasonable best efforts to keep such Shelf Registration Statement effective with the SEC at all times promptly (and to re-file such Shelf Registration Statement upon its expiration, and subject to Sections 3(f) and (g), to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Shelf Registration Statement as may be reasonably requested by the Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration Statement have been sold or are no longer outstanding.
(ii) If the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement.
(iii) To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 registering the Registrable Securities for resale not event later than thirty (30) calendar days after the date Shelf Registration Statement becomes ineffective) provide an adequate alternative means to register the Merger Consideration. Subject to the terms of the Escrow Agreement with respect to Held Back Consideration, a Securityholder shall be entitled, upon at least two (2) Business Days’ prior written notice to Parent, to sell such number of shares of Parent Common Stock as are then registered pursuant to such Shelf Registration Statement (or such alternative means of registration). The Securityholder shall also give Parent prompt written notice of the consummation of such ineligibility and use sale. Parent’s obligation to maintain the effectiveness of such Shelf Registration Statement (or such alternative means of registration) shall terminate at such time as the Merger Consideration is freely tradeable pursuant to the Rule 144 promulgated by the SEC or any successor to such rule or any other rule or regulation of the SEC that may at any time permit the Securityholders to sell the Merger Consideration to the public without registration. Parent shall have the right to postpone the effectiveness of the Shelf Registration Statement (or such alternative means of registration) for a reasonable period of time if Parent furnishes the Securityholders’ Representative with a certificate signed by an officer of Parent stating that Parent’s board of directors, in its reasonable best efforts good faith judgment, has determined that effecting the registration or a sale at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require Parent to make public disclosure of information the public disclosure of which would have such registration statement declared effective as promptly as practicable.a material adverse effect upon Parent. 50
Appears in 1 contract
Sources: Merger Agreement (Ball Corp)