Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions: (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 4 contracts
Sources: Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (TransDigm Group INC)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 450 days of after the Issue Delivery Date (or if the 310th 450th day is not a business day, the first business day thereafter) ), (iii) an Initial any Purchaser so requests with respect to the Initial Offered Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate prohibited by law or Commission policy from participating in the Registered Exchange Offer or, in the case of or any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable Exchange Securities on the date of the exchange and any and, in each case, such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than within 60 days after so required or requested pursuant to this Section 2) 2 file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) no later than 150 days after such requirement or request pursuant to this Section 2 (such 150th day (or first business day thereafter), an “effectiveness deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial a Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Registration Rights Agreement (the “Agreement”) applicable to such Holder; provided, further, that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Offered Securities registered thereunder are disposed of in order to permit accordance therewith and (ii) the prospectus included therein to be lawfully delivered by time when the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Offered Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofthereof (“Rule 144”)) or may be sold by a holder who is not an affiliate of the Company pursuant to Rule 144 without limitation (the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 4 contracts
Sources: Registration Rights Agreement (HRG Group, Inc.), Registration Rights Agreement (HRG Group, Inc.), Registration Rights Agreement (Harbinger Group Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 365 days of the Issue Date (or if the 310th day is not a business day“Consummation Deadline”), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging DealerDealer or an affiliate of the Company) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging DealerDealer or an affiliate of the Company) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company and the Guarantors shall take the following actions:
(a) The Company and the Guarantors shall, at its their cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) ), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, it being agreed that in however, that, if the case obligation to file the Company is filing a Shelf Registration Statement due to (x) arises because the occurrence of Registered Exchange Offer has not been consummated by the events specified in clause (i) of this Section 2Consummation Deadline, then the Company shall and the Guarantors will use its their commercially reasonable best efforts to have such file the Shelf Registration Statement declared effective on or prior to the 270th 30th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedfiling obligation arises; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company and the Guarantors shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall cause use their commercially reasonable efforts to ensure that (i) the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder; (ii) the Shelf Registration Statement and any amendment or supplement thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not to misleading; and (iii) any prospectus forming part of any Shelf Registration Statement does not 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.
Appears in 3 contracts
Sources: Registration Rights Agreement (Novelis Inc.), Registration Rights Agreement (Novelis Inc.), Registration Rights Agreement (Novelis Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 315 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is notifies the Company in writing during the 20 business days following consummation of the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after so required such obligation arises and (ii) 270 days (or requested pursuant to this Section 2if the 270th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 3 contracts
Sources: Registration Rights Agreement (PPL Energy Supply LLC), Registration Rights Agreement (PPL Energy Supply LLC), Registration Rights Agreement (PPL Energy Supply LLC)
Shelf Registration. If, In the event that (i) the Issuer determines that the Exchange Offers provided for in Section 3 hereof are not available or the Exchange Offers for Transfer Restricted Notes may not be completed as soon as practicable after the last Exchange Date with respect to the Exchange Offers because of they would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofCommission staff, (ii) such Exchange Offers are not for any other reason completed by the Registered Exchange Offer date that is not consummated within 310 days of five years after the Issue Settlement Date (or if the 310th day such date is not a business dayBusiness Day, the first business day thereafternext succeeding Business Day) or (iii) an Initial Purchaser so requests prior to the last Exchange Date with respect to the Initial Securities Exchange Offers, the Issuer receives a written request (a “Shelf Request”) from any Holder representing that it holds Transfer Restricted Notes that are or the Private Exchange Securities) not eligible were ineligible to be exchanged for in such Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsOffers, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter Issuer shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed with the Commission, as soon as practicable, but in any event within 30 days, after such determination date or the receipt of a registration statement Shelf Request, as the case may be (the “Shelf Filing Deadline”), a Shelf Registration Statement providing for the sale of all the Transfer Restricted Notes by the Holders thereof and to have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day); provided, that (a) no Holder will be entitled to have any Transfer Restricted Notes included in any Shelf Registration Statement” , or entitled to use the Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have provided such other information regarding such Holder to the Issuer as is contemplated by Section 4(b) hereof and, together if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Issuer shall be under no obligation to file any such Shelf Registration Statement before it is obligated to Consummate the Exchange Offers pursuant to Section 3 hereof. In the event that the Issuer is required to cause to be filed with the Commission a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Issuer shall use its commercially reasonable efforts to cause to be filed with the Commission and have become effective both an Exchange Offer Registration Statement pursuant to Section 3 hereof with respect to all Transfer Restricted Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating with respect to the offer offers and sale sales of Transfer Restricted Notes held by such Holders after completion of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company Exchange Offers. The Issuer shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein date on which the Initial Notes covered thereby cease to be lawfully delivered Transfer Restricted Notes (the “Shelf Effectiveness Period”). The Issuer further agrees to use its commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing 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 or if reasonably requested by a Holder of Transfer Restricted Notes with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer agrees to furnish to the Holders copies of any such supplement or amendment promptly after it has been used or filed with the relevant SecuritiesCommission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 30 consecutive days or more than on two years occasions during any 12-month period, but in any event not more than 90 days in the aggregate (whether or for not consecutive) in any 12-month period (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined the continuing effectiveness thereof would require the disclosure of non-public material information that, in Rule 144 under the Securities Actreasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodotherwise materially adversely affect a financing, unless acquisition, disposition, merger or other material transaction or such action is required by applicable law.
(c. Any Shelf Suspension Period pursuant to this Section 4(a) Notwithstanding any other provisions of this Agreement shall begin on the date specified in a written notice given by the Issuer to the contrary, Holders and shall end on the Company shall cause date specified in a subsequent written notice given by the Shelf Registration Statement and Issuer to the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 misleadingHolders.
Appears in 3 contracts
Sources: Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.)
Shelf Registration. If, (i) because of any change in In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC policy, (iiB) the Registered Exchange Offer is not consummated within 310 365 days after the Issue Date, (C) any Holder of Transfer Restricted Notes notifies the Companies and the Guarantor within 20 Business Days after the commencement of the Exchange Offer that (1) due to a change in applicable law or SEC policy it is not entitled to participate in the Exchange Offer, (2) due to a change in applicable law or SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (3) it is a broker-dealer and owns Transfer Restricted Notes acquired directly from either of the Companies or an affiliate of either of the Companies or (D) the Majority Holders may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any of the events specified in (A)-(D) being a “Shelf Registration Event”), then the Companies and the Guarantor shall, at their own cost, use their reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises, and use their reasonable best efforts to cause the Shelf Registration Statement to be declared or become effective, as applicable, under the Securities Act on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises; provided, however, that if the Companies and the Guarantor have not consummated the Exchange Offer within 365 days (or if such 365th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Companies and the Guarantor will use their reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if the 310th such 405th day is not a business dayBusiness Day, on or prior to the first business day Business Day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with Statement providing for the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under sale by the Securities Act relating to the offer and sale Holders of all of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement Notes, and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its their reasonable best efforts to have such Shelf Registration Statement be declared effective on or prior to become effective, as applicable, under the 270th Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 60th day Companies and the Guarantor in writing such information as the Companies and the Guarantor may, after conferring with counsel with regard to information relating to Holders that would be required by the date on which the Shelf Registration Statement is required SEC to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by included in such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Companies and the Guarantor all information with respect to such Holder agrees in writing necessary to be bound make any information previously furnished to the Companies and the Guarantor by all the provisions of this Agreement applicable to such HolderHolder not materially misleading.
(bii) The Company shall Companies and the Guarantor agree to use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by the Holders second anniversary of the relevant Securities, for a period effective date of two years the Shelf Registration Statement (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3 hereof) below) from the Issue Date (or such shorter period that will terminate when all of the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding or otherwise cease to be Transfer Restricted Notes) (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Effectiveness Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement Companies and the related prospectus and any amendment Guarantor further agree, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Companies and the Guarantor for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Companies and the Guarantor agree to furnish to the Holders of the Commission and Transfer Restricted Notes copies of any such supplement or amendment (ii) not or, with respect 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 documents incorporated by reference, to make available) promptly after its being used or filed with the statements therein, in light of the circumstances under which they were made, not misleadingSEC.
Appears in 3 contracts
Sources: Registration Rights Agreement (Gaming & Leisure Properties, Inc.), Registration Rights Agreement (Gaming & Leisure Properties, Inc.), Registration Rights Agreement (Gaming & Leisure Properties, Inc.)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted required to effect a Registered file an Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer Registration Statement with respect to the Registered Series B Senior Notes because the Exchange Offer is not consummated permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company within 310 days 20 Business Days following the Consummation of the Issue Date Exchange Offer that (A) such Holder is prohibited by law or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Commission policy from participating in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (ivB) any such Holder (other than an Exchanging Dealer) is may not eligible to participate resell the Series B Senior Notes acquired by it in the Registered Exchange Offer or, to the public without delivering a prospectus and the Prospectus contained in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer Broker-Dealer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof holds Series A Senior Notes acquired directly from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to or one of its affiliates, then the Company and the Subsidiary Guarantors shall (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts cause to have such Shelf Registration Statement declared effective be filed on or prior to the 270th day after the Issue Date or earliest of (y1) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day 30 days after the date on which the Shelf Company is notified by the Commission or otherwise determines that it is not required to file the Exchange Offer Registration Statement is pursuant to clause (i) above and (2) 30 days after the date on which the Company receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to be filed; providedSection 4(b) hereof, however, that no Holder and (other than an Initial Purchasery) shall be entitled use their reasonable best efforts to have the Securities held by it covered by cause such Shelf Registration Statement unless to become effective at the earliest possible time, but in no event later than 150 days after the date on which the Company becomes obligated to file such Holder agrees Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) Section 5 below. The Company and the Subsidiary Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective in order effective, supplemented and amended as required by and subject to permit the prospectus included therein provisions of Sections 6(b) and (c) hereof to be lawfully delivered the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders of thereof entitled to the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions benefit of this Agreement Section 4(a), and to ensure that it conforms with the contraryrequirements of this Agreement, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the policies, rules and regulations of the Commission and as announced from time to time, for a period of at least two years (iias extended pursuant to Section 6(c)(i)) not to contain any untrue statement of a material fact following the date on which such Shelf Registration Statement first becomes effective under the Act or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light such shorter period ending when all of the circumstances under which they were made, not misleadingTransfer Restricted Securities available for sale thereunder have been sold pursuant thereto.
Appears in 3 contracts
Sources: Registration Rights Agreement (Curtis Sub Inc), Purchase Agreement (Goodman Conveyor Co), Registration Rights Agreement (Goodman Conveyor Co)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 365 days of the date of original issue of the Initial Securities (the “Issue Date (or if the 310th day is not a business dayDate”), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive Exchange Securities that are freely tradeable Exchange under the Securities Act on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of effectiveness of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in have been distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable lawlaw or is permitted under the terms of this Agreement.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
(d) In the event that the Company is required to take the actions set forth in this Section solely as a result of the Registered Exchange Offer not being consummated within 365 days of the Issue Date, but the Registered Exchange Offer is subsequently completed in accordance with the terms of this Agreement prior to the sale of all Securities eligible to be sold under such Shelf Registration Statement, upon consummation of the Registered Exchange Offer, the Company will no longer be required to file, have declared effective or continue the effectiveness of the Shelf Registration Statement pursuant to this Section.
(e) Notwithstanding anything to the contrary herein, at any time, the Company may delay the filing of the Shelf Registration Statement or delay or suspend the effectiveness thereof if the Company determines reasonably and in good faith (for valid business reasons, but not including the avoidance of its obligations hereunder) that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that in the reasonable judgment of the Company, would be detrimental to the Company, if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or any such action required by applicable law, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of the date which is the earlier of (A) the date on which such financing, acquisition, disposition, merger or other material transaction ceases to interfere with the Company’s obligations to file or maintain the effectiveness of any such Shelf Registration Statement pursuant to this Agreement or (B) 60 days after the commencement of such delay or suspension. The Delay Period shall not exceed 60 days in any three-month period or 90 days in any 12-month period. The period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above shall be extended by a number of days equal to the number of days during any Delay Period.
Appears in 3 contracts
Sources: Registration Rights Agreement (PRECISION DRILLING Corp), Registration Rights Agreement (Grey Wolf International Drilling Corp), Registration Rights Agreement (PRECISION DRILLING Corp)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 60 days following the effectiveness of the Issue Date (Exchange Offer Registration Statement or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2, or, if later, 120 days after the Issue Date) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) not later than 120 days after filing pursuant to this Section 2 (unless the Shelf Registration Statement is reviewed by the Commission, in which case not later than 180 days after filing pursuant to this Section 2), or, if later, 180 days after the Issue Date (unless the Shelf Registration Statement is reviewed by the Commission, in which case not later than 240 days after the Issue Date), on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date the Shelf Registration Statement is declared effective or becomes automatically effective upon filing or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities Transfer Restricted Securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofSection 6 hereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 3 contracts
Sources: Registration Rights Agreement (Aon PLC), Registration Rights Agreement (Discover Financial Services), Registration Rights Agreement (Discover Financial Services)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 225 days of the Issue Date (or or, if the 310th such 225th day is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, Securities for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (California Tire Co), Registration Rights Agreement (J H Heafner Co Inc)
Shelf Registration. If, In the event that (i) because the Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon the request of the Initial Purchaser with respect to any Holder (other than an Exchanging Dealer) Registrable Securities held by it, if such Initial Purchaser is not eligible permitted, in the opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange without restriction under the Securities on Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof, the Company shall take "Shelf Registration Event Date"), then in addition to or in lieu of conducting the following actions:
(a) The Company shall, at its costExchange Offer contemplated by Section 2(a), as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission case may be, the Corporation and thereafter the Trust shall use its reasonable their best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “filed as promptly as practicable after such Shelf Registration Statement” Event Date, as the case may be, and, together with the Exchange Offer Registration Statementin any event, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the within 45 days after such Shelf Registration Statement and Rule 415 under Event Date (which shall be no earlier than 75 days after the Securities Act (hereinafter, the “Shelf Registration”Issue Date), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence SEC as soon as practicable. No Holder of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such 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.
(b) Holder and furnishes to the Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Corporation and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Corporation by such Holder not materially misleading. The Company shall Corporation and the Trust agree to use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in order the case of a Shelf Registration Statement filed pursuant to permit Section 2(b)(i), (ii) or (iii) or (b) 270 days in the prospectus included therein case of a Shelf Registration Statement filed pursuant to be lawfully delivered by Section 2(b)(iv) (subject in each case to extension pursuant to the Holders last paragraph of the relevant SecuritiesSection 3 hereof), for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding (the requisite period if it voluntarily takes "Effectiveness Period"). The Corporation and the Trust shall not permit any action that would result securities other than Registrable Securities to be included in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action the Shelf Registration. In the event a Shelf Registration Statement is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrarydeclared effective, the Company shall cause Corporation and the Trust will provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the related prospectus Shelf Registration has become effective. The Corporation and any amendment or supplement thereto, the Trust will use their best efforts to take such other actions as are required to permit unrestricted resales of the effective date of Registrable Securities. The Corporation and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission 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 misleadingSEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Mainstreet Bankgroup Inc), Registration Rights Agreement (Mainstreet Bankgroup Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (Transdigm Inc)
Shelf Registration. If, (a) If (i) because of due to any change in law law, Commission policy or in applicable interpretations thereof by the staff of the Commission’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Registered Exchange Offer is not consummated within 310 360 days of the Issue Date (Closing Date; or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any Holder, prior to the Initial Securities (or effectiveness of the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held Registration Statement, notifies the Issuers that (a) it is prohibited by it following consummation of the Registered Exchange Offer law or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates Commission policy from participating in the Registered Exchange Offer, (b) it may not resell New Securities acquired by it in the Registered Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange Securities on resales or (c) it is a broker-dealer and owns notes acquired directly from the date Issuers or an affiliate of the exchange and any such Holder so requestsIssuers, the Company Issuers shall take promptly deliver to the following actions:Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.
(ab) The Company shallIf the Shelf Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, at its cost, (i) the Issuers shall as promptly as practicable (but in no event more later than 60 360 days after so required the Closing Date (or requested pursuant if such 360th day is not a Business Day, the next succeeding Business Day)) use their commercially reasonable efforts to this Section 2) file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective under the Act within 90 days (unless it becomes effective automatically upon filingor if such 90th day is not a Business Day, the next succeeding Business Day) after the filing thereof with the Commission, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(bii) The Company Issuers shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or (iiB) are no longer restricted securities one year from the effective date of the Shelf Registration Statement (as defined in Rule 144 under any such case, the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company Issuers shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless such action is (x) required by applicable lawlaw or otherwise taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuers shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (iiB) 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (CHC Helicopter S.A.), Registration Rights Agreement (CHC Helicopter S.A.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 220 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to shall notify the Company following consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Offer; or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing that it is not eligible to participate prohibited by law or SEC policy from participating in the Registered Exchange Offer or, in or may not resell the case of any Holder (other than an Exchanging Dealer) that participates Exchange Notes acquired by it in the Registered Exchange OfferOffer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsresales by it, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall (x) in the case of clause (i) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the Issue Date and (y) in the case of clause (ii), (iii) or (iv) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed.
(c) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(cd) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Oci Holdings Inc), Registration Rights Agreement (Oci Holdings Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(b) hereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company prior to effect the 20th business day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a Registered prospectus and the Prospectus contained in the Exchange OfferOffer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall:
(I) use their commercially reasonable best efforts to file, or cause to be filed, on or prior to 60 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as contemplated by a result of clause (a)(i) of this Section 1 hereof, and (ii) the Registered date on which the Company receives the notice specified in clause (a)(ii) of this Section (the 60th day after such earlier date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer is not consummated within 310 days of Registration Statement (the Issue Date (or if the 310th day is not a business day"SHELF REGISTRATION STATEMENT")), the first business day thereafter) (iii) an Initial Purchaser so requests with respect relating to the Initial Securities (or the Private Exchange all Transfer Restricted Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:; and
(aII) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “such Shelf Registration Statement” andStatement to become effective at the earliest possible time, together with but in no event later than 180 days after the Filing Deadline for the Shelf Registration Statement (such 180th day the "EFFECTIVENESS DEADLINE"). If, after the Company has and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) of this Section), then the filing of the Exchange Offer Registration StatementStatement shall be deemed to satisfy the requirements of clause (I) above; provided that, a “Registration Statement”) on an appropriate form under in such event, the Securities Act relating Company and the Guarantors shall remain obligated to meet the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution Effectiveness Deadline set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (iII) of this Section 2, above. To the Company shall use its reasonable best efforts extent necessary to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be filed; providedregistered therein pursuant to Section 6(b)(ii) hereof, howeverthe Company and the Guarantors shall use their commercially reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, that no Holder supplemented, amended and current as required by and subject to the provisions of Sections 6(b) hereof and (other than an Initial Purchaserc) shall be entitled hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to have time, for a period of at least two years (as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable lawthereto.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Quail Usa LLC), Registration Rights Agreement (Parker Drilling Co /De/)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered file ------------------ the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereof, applicable law or SEC policy; (ii) for any other reason, the Registered Exchange Offer is not consummated (as defined in Section 2(a)) within 310 180 days of after the Original Issue Date (or if the 310th day is not a business day, the first business day thereafter) Date; (iii) an Initial Purchaser so requests with respect any Holder of Notes notifies the Company prior to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following consummation of the Registered Exchange Offer that (a) due to a change in law or SEC policy such Holder is not entitled to participate in the Exchange Offer, (b) due to a change in law or SEC policy such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (c) such Holder is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company; or (iv) any Holder (other than an Exchanging Dealer) is the Holders of a majority in aggregate principal amount of the Notes are not eligible to participate in the Registered Exchange Offer or, in and to receive Exchange Notes that they may resell to the case of any Holder (other than an Exchanging Dealer) that participates in public without restriction under the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange 1933 Act and any such Holder so requestswithout restriction under applicable blue sky or state securities laws, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable :
(but in no event more than 60 days after so required or requested pursuant A) use its best efforts to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts SEC, on or prior to cause to be declared effective the 90/th/ day following the occurrence of any event specified in clauses (unless it becomes effective automatically upon filingi) through (iv) above, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Transfer Restricted Notes and set forth in such Shelf Registration Statement, and use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act within 150 days after such filing obligation arises, provided that if the obligation to file the Shelf Registration Statement and Rule 415 under arises because the Securities Act (hereinafterExchange Offer has not been consummated within 180 days after the Original Issue Date, the “Shelf Registration”), it being agreed that in the case then the Company is filing a will use its best efforts to file the Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th 30th day after such filing obligation arises, provided further that, with respect to Exchange Notes received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, the Issue Date Company may, if permitted by current interpretations by the SEC's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (A) solely with respect to broker-dealers who acquired their Notes as a result of market making or (y) other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the occurrence of provisions herein applicable to, a Shelf Registration Statement. In the events specified event that the Company is required to file a Shelf Registration Statement, upon notice from any Holder not eligible to participate in the Exchange Offer pursuant to clause (ii), (iii) above or pursuant to clause (iv) of this Section 2above, the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Notes that are eligible to participate in the Exchange Offer and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities offers and sales of Transfer Restricted Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all after completion of the provisions of this Agreement applicable to such Holder.Exchange Offer;
(bB) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after its effective date (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of until one year after the effective date of the Shelf Registration Statement if such Shelf Registration Statement is filed pursuant to clause (iv) above) or such shorter period which will terminate when all of the Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, amendment or supplement, use its best efforts to ensure that (i) to comply any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its best efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Sources: Notes Registration Rights Agreement (Wyne Systems Inc), Notes Registration Rights Agreement (United Rentals Inc /De)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 540 days of the Issue Date (or if the 310th 540th day is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) (such 30th day being a “Shelf Registration Statement Filing Deadline,” together with the Exchange Offer Filing Deadline, each, a “Filing Deadline”) file with the Commission and thereafter shall (x) in the case of Section 2(i) above, use its reasonable best efforts to cause to be declared effective on or prior to the 510th day after the Issue Date or (y) in the case of Section 2(ii), (iii) or (iv) above, use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 60th day after the Shelf Registration Statement Filing Deadline (such 510th or 60th day, respectively, being an “Effectiveness Deadline”) a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Reliant Software, Inc.), Registration Rights Agreement (Community Choice Financial Inc.)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its counsel (who may be an employee of the Company or Ford Motor Company) that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, (ii) for any other reason the Registered Exchange Offer is required to be consummated and is not consummated within 310 220 days of the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any if a Holder (other than an Exchanging Dealer) is not eligible permitted to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the or does not receive fully tradeable Exchange Notes pursuant to a Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take effect a Shelf Registration in accordance with subsection (b) below; provided, however, that the following actions:obligations of the Company under this Section 3 shall terminate with respect to any New Note that ceases to be a Registrable Security in accordance with the definition of “Registrable Securities.”
(ai) The Company shall, at its cost, shall as promptly as practicable (but in no event more later than 60 the later of (A) the 45th day after the determination referred to in Section 3(a)(i) is made (but in no event earlier than the 90th day after the Issue Date) and (B) 265 days after so required or requested pursuant to this Section 2) the Issue Date), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) by the Commission under the Act within 90 days after the date of such filing of a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided that if at any time the Company is a “well-known seasoned issuer” (as defined in Rule 405 under the Act) and are eligible to file an “automatic shelf registration statement” (as defined in Rule 405 under the Act), then the Company shall file the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence form of the events specified an automatic shelf registration statement as provided in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedRule 405; provided, further, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to clause (ii) of Section 3(a), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under such clause (ii) of Section 3(a).
(bii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) one year from the Issue Date date the Shelf Registration Statement becomes or is declared effective by the SEC or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (iA) have been sold pursuant thereto to the Shelf Registration Statement or (iiB) are no longer restricted securities cease to be Registrable Securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless (A) such action is required by applicable lawlaw or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the The Company shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Commission; and (iiB) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus contained therein, in the light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ford Motor Credit Co LLC), Registration Rights Agreement (Ford Motor Credit Co LLC)
Shelf Registration. If, In the event that (i) the Company determines 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 last Exchange Date because of it would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, Staff of the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayfor any other reason completed by June 30, the first business day thereafter) 2003, (iii) an Initial Purchaser so requests after June 30, 2003, at the request of any Holder with respect to the Initial any Registrable Securities (or the Private Exchange Securities) held by it, if such Holder is not eligible to be exchanged for Exchange Securities permitted, in the Registered opinion of counsel for such Holder, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and held by it following consummation thereby receive securities that are freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due solely to the status of such Holder as an Affiliate of the Registered Exchange Offer Company or as a Participating Broker-Dealer) or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging a Participating Broker-Dealer) that participates is eligible to participate in the Registered Exchange Offer, and properly tenders its Registrable Securities in accordance with the procedures of the Exchange Offer, and such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shalluse its best efforts to cause to be filed as soon as practicable after such determination, at its costdate or request, as promptly as practicable the case may be (but in no event more than 60 30 days after so required such determination, date or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) request), a registration statement (the “Shelf Registration Statement” and, together with Statement providing for the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of all the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time (other than Registrable Securities owned by Holders who have elected not to time include such Registrable Securities in accordance with the methods of distribution set forth in the such Shelf Registration Statement and Rule 415 or who have not complied with their obligations under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (xpenultimate paragraph of Section 3 hereof or under this paragraph) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts and to have such Shelf Registration Statement declared effective on or prior by the SEC. In the event that the Company is required to the 270th day after the Issue Date or (y) the occurrence of the events specified in file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of this Section 2the preceding sentence, the Company shall use its reasonable best efforts to file and have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions Holders after completion of this Agreement applicable to such Holder.
(b) the Exchange Offer. The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein Securities cease to be lawfully delivered by Registrable Securities (the Holders of the relevant Securities, for a period of two years ("Shelf Effectiveness Period"). The Company further agrees to supplement or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by amend the Shelf Registration Statement (i) have been sold pursuant thereto and the related Prospectus if required by the rules, regulations or (ii) are no longer restricted securities (as defined in Rule 144 under instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities ActAct or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, or and to use its best efforts to cause any successor rule thereof)such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) . Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Gables Realty Limited Partnership), Registration Rights Agreement (Gables Realty Limited Partnership)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 315 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is notifies the Company in writing during the 20 business days following consummation of the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after so required such obligation arises and (ii) 270 days (or requested pursuant to this Section 2if the 270th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Appalachian Power Co), Registration Rights Agreement (AEP Texas Inc.)
Shelf Registration. If, (i) If, because of any change in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company and the Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 300 days following the Closing Date or (B) the Exchange Offer is not consummated completed within 310 365 days of after the Issue Date (or if the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an if the Initial Purchaser so requests is holding Private Exchange Securities issued with respect to the Initial Registrable Securities (or the Private Exchange Securities) that were not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or if the Initial Purchaser does not receive freely tradable Exchange Securities in the Exchange Offer, upon the request of the Initial Purchaser, (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case upon notice of any Holder (other than an Exchanging Dealerthe Initial Purchaser) given to the Company or the Guarantor in writing within 35 days after the commencement of the Exchange Offer to the effect that participates (A) due to a change in law or SEC policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable or (C) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or the Guarantor or an “affiliate” of the Company or the Guarantor (as such term is defined in Rule 405 under the 1▇▇▇ ▇▇▇) or (v) the holders of a majority of the Exchange Securities on may not resell the date Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then in case of the exchange and any such Holder so requests, each of clauses (i) through (v) the Company shall take and the following actionsGuarantor shall, at their cost:
(a) The Company shall, at its cost, as As promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) practicable, file with the Commission SEC, and thereafter shall use its their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 365 days after the Closing Date, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company shall use its Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders until the earlier of (A) two years from the date the Shelf Registration Statement is declared effective by the Holders of SEC, (B) the relevant Securities, date on which the Registrable Securities become eligible for a period of two years (or for such longer period if extended resale pursuant to Section 3(jRule 144(k) belowor any successor provision or (C) from the Issue Date or such shorter period that will terminate when date on which all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended if it voluntarily takes any action that would result in Holders and to the extent necessary to permit dealers to comply with the applicable prospectus delivery requirements of Securities covered thereby not being able to offer Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use their reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Guarantor further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Banco Santander Central Hispano Sa), Registration Rights Agreement (Santander Finance Preferred S.A. Unipersonal)
Shelf Registration. (a) If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 400 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) and (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(aA) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, it being agreed however, that (1) in the case contemplated by clause (a)(i) of this Section, the Company is filing a shall use its reasonable best efforts to cause the Shelf Registration Statement due to (x) be declared effective on or prior the occurrence 180th day of the events specified Issue Date (unless it becomes effective automatically upon filing), and (2) in clause the cases contemplated by clauses (ia)(ii) and (a)(iii) of this Section 2, the Company shall use its reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day 90th date after the date on which the Shelf Registration Statement is required to be filed; filed (unless it becomes effective automatically upon filing), provided, howeverfurther, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(bB) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(cC) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Purchase Agreement (Dynegy Inc.), Registration Rights Agreement (Dynegy Inc.)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, (ii) for any other reason the Registered Exchange Offer is not consummated within 310 180 days of following the Original Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any Holder notifies the Company prior to one year after the Original Issue Date that (x) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (y) due to a change in law or policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the Initial Securities (public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or the Private Exchange Securities) available for such resales by such Holder, and such prospectus is not eligible promptly amended or modified in order to be exchanged suitable for Exchange Securities use in connection with such resales for such Holder and all similarly situated Holders or (z) it is a broker-dealer and owns Notes acquired directly from the Registered Exchange Offer and held by it following consummation Company or an affiliate of the Registered Exchange Offer Company or (iv) any Holder (other than an Exchanging Dealer) is a majority of the Holders may not eligible to participate resell the Exchange Notes acquired by them in the Registered Exchange Offer orto the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, in then the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost:
(A) use its best efforts to, as promptly as practicable prior to the later of (but in no event more than 60 I) the date that is 90 days after so required or requested pursuant to this Section 2the Original Issue Date and (II) the date that is 30 days after the filing obligation arises, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Transfer Restricted Notes and set forth in such Shelf Registration Statement, and use their best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible, but in any event within 60 days after the filing obligation arises; provided that, if the filing obligation arises pursuant to clause (ii) above, then the Company shall file the Shelf Registration Statement on or prior to 210 days after the Original Issue Date; and Rule 415 under the Securities Act (hereinafterprovided further that, with respect to Exchange Notes received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, the “Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (A) solely with respect to broker-dealers who acquired their Notes as a result of market making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration”), it being agreed that in the case Registration Statement. If the Company is filing required to file a Shelf Registration Statement due pursuant to (x) the occurrence of the events specified in clause (iiii) of this Section 2above or pursuant to clause (iv) above, then the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Notes and a Shelf Registration Statement declared effective on (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Transfer Restricted Notes held by such Holder or prior such Initial Purchaser entitled to the 270th day rights under Section 2(b)(iii), as applicable, after the Issue Date or (y) the occurrence completion of the events specified in clause Exchange Offer;
(ii), (iiiB) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date after its effective date or such shorter period that which will terminate when all of the Securities Transfer Restricted Notes covered by the Shelf Registration Statement (i) either have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able or have ceased to offer and sell such Securities during that period, unless such action is required by applicable law.be Transfer Restricted Notes; and
(cC) Notwithstanding notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming a part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Sources: Notes Registration Rights Agreement (Rhythms Net Connections Inc), Notes Registration Rights Agreement (Rhythms Net Connections Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 240 days of the Issue Date (or if the 310th day is not a business day“Consummation Deadline”), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer and such Holder notifies the Company within 90 days following consummation of the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsrequests within 90 days following consummation of the Registered Exchange Offer, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2the Trigger Date, such date being a “Shelf Filing Deadline,” each of the Exchange Filing Deadline and the Shelf Filing Deadline, a “Filing Deadline”) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective no later than 180 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 180th day being a “Shelf Effectiveness Deadline,” each of the Exchange Effectiveness Deadline and the Shelf Effectiveness Deadline, an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Exchange and Registration Rights Agreement (Cincinnati Bell Inc), Exchange and Registration Rights Agreement (Cincinnati Bell Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is and the Guarantors are not permitted required to effect a Registered file an Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer Registration Statement or to consummate the Registered Exchange Offer because the Exchange Offer is not consummated within 310 days of permitted by applicable law or Commission policy (after the Issue Date procedures set forth in Section 6(a) hereof have been complied with) or (or if the 310th day is not a business day, the first business day thereafterii) (iii) an Initial Purchaser so requests with respect to the Initial any Holder of Transfer Restricted Securities (other than by reason of being an affiliate of the Company or a Guarantor), such Holder notifies the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it Company within 20 Business Days following consummation of the Registered Exchange Offer that (A) such Holder is prohibited by applicable law or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate Commission policy from participating in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, or (B) such Holder does may not receive freely tradeable resell the Exchange Securities on acquired by it in the date of Exchange Offer to the exchange public without delivering a prospectus and any the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder so requestsis a Broker-Dealer and holds Initial Securities acquired directly from the Company or a Guarantor or one of their affiliates, then, upon such Holder’s request, the Company and the Guarantors shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested cause to be filed a shelf registration statement pursuant to this Section 2the Securities Act on an applicable form, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) file with the Commission and thereafter shall use its their reasonable best efforts to cause such Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective Commission on or prior to the 270th day later of (A) 360 days after the Issue Closing Date or and (yB) the occurrence earliest to occur of (1) the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th 90th day after the date on which the Company and the Guarantors determine that they are not required to file the Exchange Offer Registration Statement and (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities in the case of clause (1) above and, in the case of clause (2) above, resales of Transfer Restricted Securities by the Holders of which shall have provided the information required pursuant to Section 4(b) hereof. The Company and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is required to be filed; provided, however, that no Holder (other than an available for resales of Initial Purchaser) shall be Securities by the Holders of Transfer Restricted Securities entitled to have the benefit of this Section 4(a), and to ensure that it conforms in all material respects with the requirements of this Agreement, the Securities held by it Act and the policies, rules and regulations of the Commission as announced from time to time, until the earliest of (i) the date when all the Initial Securities covered by such Shelf Registration Statement unless such Holder agrees in writing can be sold to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in public under Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement Act without regard to the contrary, volume limitations included therein and without regard to whether the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as is current in its Exchange Act filings (assuming they are not held by an affiliate of the effective date of the Shelf Registration Statement, amendment Company or supplement, (ia Guarantor) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 date on which all of the circumstances under which they were made, not misleadingInitial Securities covered by such Shelf Registration Statement are disposed of in accordance therewith.
Appears in 2 contracts
Sources: Registration Rights Agreement (South Bow USA Infrastructure Holdings LLC), Registration Rights Agreement (South Bow Corp)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) the Registered Exchange Offer is has not been consummated within 310 days of by the Issue Date (Exchange Date; or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to any Holder notifies the Initial Securities (or Company within 30 days following the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (ivB) any Holder (other than an Exchanging Dealer) is it may not eligible to participate resell the Exchange Securities acquired by it in the Registered Exchange Offer or, to the public without delivering a prospectus and the prospectus contained in the case of any Holder Exchange Offer Registration Statement is not appropriate or available for such resales; or (other than C) it is a broker-dealer and owns Securities acquired directly from the Company or an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date affiliate of the exchange and any such Holder so requestsCompany, then the Company and the Guarantors shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below.
(ab) (i) The Company shalland the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises, at its cost, as promptly as practicable (but in no event more earlier than 60 days the 210th calendar day after so required or requested pursuant to this Section 2) file with the Commission Closing Date, and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing, pursuant to subsection (unless it becomes effective automatically upon filinga) of this Section 3, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.
(b) The Holder and has returned to the Company shall use its a completed and signed selling securityholder questionnaire in reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered and customary form by the Holders reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contraryan unsold allotment, the Company shall cause and the Shelf Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement and containing the related prospectus information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any amendment or supplement theretosuch Exchange Offer Registration Statement, as of so amended, shall be referred to herein as, and governed by the effective date of the provisions herein applicable to, a Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Purchase Agreement (Nii Holdings Inc), Purchase Agreement (Nii Holdings Inc)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company determines upon the advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ;
(ii) for any other reason the Registered Exchange Offer is not consummated within 310 270 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) date hereof;
(iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer or Offer;
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer under applicable law or applicable policies of the Commission; or, in the case of
(v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable Exchange New Securities on the date of the exchange for validly tendered (and any such Holder so requestsnot withdrawn) Transfer Restricted Securities, the Company shall take effect a Shelf Registration Statement in accordance with subsection (b) below (the following actions:date on which any of the conditions described in the foregoing clauses (i) through (v) occur, including in the case of clauses (iii), (iv) and (v) the receipt of the required notice, being a "Trigger Date"):
(ai) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall, at its cost, shall as promptly as practicable (but in no event more than 60 50 days after so required or requested pursuant to this Section 2) the Trigger Date), prepare and file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the Act a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission (or for such longer period if extended pursuant to Section 3(j4(j)) below) from the Issue Date or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer restricted securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof"Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Southern Power Co), Registration Rights Agreement (Southern Power Co)
Shelf Registration. If, (i) because of any change in In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC policy, (iiB) the Registered Exchange Offer is not consummated within 310 375 days of after the Issue Date Date, (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (ivC) any Holder of Transfer Restricted Notes notifies the Company within 20 Business Days after the commencement of the Exchange Offer that (other than an Exchanging Dealer1) due to a change in applicable law or SEC policy it is not eligible entitled to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (2) due to a change in applicable law or SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable Exchange Securities on or (3) it is a broker-dealer and owns Transfer Restricted Notes acquired directly from the date Company or an affiliate of the exchange Company or (D) the Majority Holders may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any such Holder so requestsof the events specified in (A)-(D) being a “Shelf Registration Event”), then the Company shall take the following actions:
(a) The Company shall, at its own cost, as promptly as practicable (but in no event more than use its reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after so required or requested pursuant to this Section 2) file with the Commission such filing obligation arises, and thereafter shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” andor become effective, together with the Exchange Offer Registration Statementas applicable, a “Registration Statement”) on an appropriate form under the Securities Act relating on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the offer and first Business Day thereafter) after such filing obligation arises; provided, however, that if the Company has not consummated the Exchange Offer within 375 days (or if such 375th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Company will use its reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement Notes, and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement be declared effective on or prior to become effective, as applicable, under the 270th Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 60th day Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the date on which the Shelf Registration Statement is required SEC to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by included in such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder agrees in writing necessary to be bound make any information previously furnished to the Company by all the provisions of this Agreement applicable to such HolderHolder not materially misleading.
(bii) The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by the Holders second anniversary of the relevant Securities, for a period effective date of two years the Shelf Registration Statement (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3 hereof) below) from the Issue Date (or such shorter period that will terminate when all of the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding or otherwise cease to be Transfer Restricted Notes) (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Effectiveness Period”). The Company shall be deemed not further agrees, if necessary, to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of the Commission and Transfer Restricted Notes copies of any such supplement or amendment (ii) not or, with respect 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 documents incorporated by reference, to make available) promptly after its being used or filed with the statements therein, in light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Penn National Gaming Inc), Registration Rights Agreement (Penn National Gaming Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is and the Co-Issuer are not permitted required to effect a Registered file an Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer Registration Statement or to consummate the Registered Exchange Offer because the Exchange Offer is not consummated within 310 days permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or (ii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an affiliate of the Issue Date Company or the Co-Issuer) and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company, the Co-Issuer or one of their affiliates, then, upon such Holder’s request prior to the 20th day following consummation of the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall:
(i) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and
(ii) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as possible (unless it becomes effective automatically upon filing), and in any event on or before the 365th day after the obligation to file such Shelf Registration Statement arises (or if the 310th such 365th day is not a business dayBusiness Day, the first business day thereafternext succeeding Business Day). Each of the Company, the Co-Issuer and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (iiic) an hereof to the extent necessary to ensure that it is available for resales of Initial Purchaser so requests Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with respect the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities (or covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). During the Private Exchange Securities) not eligible period during which the Company is required to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than maintain an Exchanging Dealer) is not eligible effective Shelf Registration Statement pursuant to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhis Agreement, the Company shall take will, prior to the following actions:
(a) The Company shallexpiration of that Shelf Registration Statement, at its costfile, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement (relating to the Securities, which shall be deemed the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) for purposes of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderAgreement.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Verso Sartell LLC), Registration Rights Agreement (Verso Sartell LLC)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Holder of Transfer Restricted Securities notifies the Company prior to the 20th business day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or policy of the Commission from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not consummated within 310 days appropriate or available for such resale or (C) that is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Issue Date (Company, or if the 310th day is not a business day, the first business day thereafter) (iii) an the Initial Purchaser Purchasers so requests request with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clauses (iii) or (iii) the receipt of the required notice, being a “Trigger Date”):
(a) The Company shall, at its cost, as shall promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2the Trigger Date (such 90th day being a “Filing Deadline”)) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective as soon as practicable and in any event no later than 120 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 120th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable lawlaw or otherwise permitted hereunder.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) other than with respect to information included therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the “Holders’ Information”), 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 thereintherein (in the case of the prospectus, in light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Teco Energy Inc), Registration Rights Agreement (Teco Energy Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging DealerDealer or the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging DealerDealer or the Initial Purchaser) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in the Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause will ensure that (i) the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of the Shelf Registration Statement, and any supplement to contain any such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dollar Financial Corp), Registration Rights Agreement (Dollar Financial Corp)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 310 180 days of after the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any applicable law or interpretations do not permit any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orOffer, in the case of (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable transferable Exchange Securities on in exchange for tendered Securities, or (vi) any Securities validly tendered pursuant to the date Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the exchange and any such Holder so requestsRegistered Exchange Offer, the Company shall take then the following actionsprovisions shall apply:
(a) The Company shall, at shall use its cost, reasonable best efforts to file as promptly as practicable (but in no event more than 60 75 days after so required or requested pursuant to this Section 2) file with the Commission (the "Shelf Filing Date"), and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder of Transfer Restricted Securities (other than an the Initial PurchaserPurchasers) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Securities (as defined below) for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) are no longer restricted securities (as defined in the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereofsuch period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company within 30 days thereafter complies with the requirements of Section 4(j) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period.
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, 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 "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an 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 they were made, not misleading.
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.
Appears in 2 contracts
Sources: Purchase Agreement (Smithfield Foods Inc), Exchange and Registration Rights Agreement (Smithfield Foods Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 250 days of the Issue Date (or if the 310th day is not a business dayDemand Date, the first business day thereafter) (iii) an Initial Purchaser Tontine so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) so requests because it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, on a single occasion as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) ), but in no event more than 210 days after such requirement or request pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial PurchaserTontine) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Demand Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Neenah Foundry Co), Registration Rights Agreement (Tontine Capital Partners L P)
Shelf Registration. If, (i) If, because (A) the Issuer is not required to file the Exchange Offer Registration Statement or (B) of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company Issuer is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 210 days of the Closing Date (or within 270 days of the Closing Date in the event the Exchange Offer Registration Statement is reviewed by the SEC) or the Exchange Offer is not consummated within 310 30 business days of the Issue Date (or longer, if required by the 310th day is not a business day, federal securities laws) after the first business day thereafter) date on which the Exchange Offer Registration Statement was declared effective by the SEC or (iii) an Initial Purchaser so requests with respect if a Holder notifies the Issuer and the Guarantor prior to the Initial Securities (or 20th day following the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or that it (iv) any Holder (other than an Exchanging DealerA) is not eligible permitted to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does (B) may not receive freely tradeable resell the Exchange Securities on acquired by it in the date Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales or (C) is a broker-dealer and owns notes acquired directly from the Issuer or an affiliate of the exchange Issuer, then in case of each of clauses (i) through (iii) the Issuer and any such Holder so requeststhe Guarantor shall, at the Company shall take the following actionsIssuer’s cost:
(a) The Company shall, at its costUse all commercially reasonable efforts to file, as promptly as practicable (but in no event more later than 60 45 days after so required or requested pursuant to this Section 2any of the circumstances in clauses (i) file through (iii) above being satisfied, with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii)Statement, (iii) or (iv) of this Section 2, the Company and thereafter shall use its all commercially reasonable best efforts to have cause to be declared effective, as promptly as practicable but no later than 90 days after such date described above, such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company shall use its Use all commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (subject to Section 3(e)), or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Transfer Restricted Securities (the requisite period if it voluntarily takes any action “Effectiveness Period”); provided, however, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall be extended to offer the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use all commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Issuer and the Guarantor agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Universal Hospital Services Inc), Registration Rights Agreement (Universal Hospital Services Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or SEC policy, (ii) the Registered Exchange Offer is not for any other reason consummated by the Target Consummation Date, (iii) any holder of Notes notifies the Company that (a) due to a change in law or policy, in the opinion of counsel, it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy, in the opinion of counsel, it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (x) the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder and (y) such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company, (iv) the holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (v) the Exchange Offer shall not have been consummated within 310 150 days of after the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsof (i)-(v), the Company shall take "SHELF REGISTRATION EVENT DATE"), then the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Statement prior to the offer later of (A) 30 days after the Shelf Registration Event Date and sale of (B) 150 days after the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time Issue Date and use its best efforts to time in accordance with the methods of distribution set forth in cause the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement be declared effective by the SEC on or prior to the 270th day 90 days after the Issue Date or (y) the occurrence filing of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement Statement. Each Holder as to which any Shelf Registration is required being effected agrees to be filed; provided, however, that no furnish to the Company all information with respect to such Holder (other than an Initial Purchaser) shall be entitled necessary to have make any information previously furnished to the Securities held by it covered Company by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) not materially misleading. The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date (subject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding) (ii) are no longer restricted securities (as defined the "EFFECTIVENESS PERIOD"); PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 144 174 under the Securities Act, or any successor rule thereof)Act and as otherwise provided herein. The Company shall not permit any securities other than Transfer Restricted Notes to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration Statement effective during the requisite period Registration. The Company further agrees, if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able necessary, to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the Commission 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 misleadingSEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Mandalay Resort Group), Registration Rights Agreement (Mandalay Resort Group)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the 340th day after the Issue Date (or if the 310th 340th day is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests within 10 business days following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10 business days following consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer oror such Holder may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or such Holder is a broker-dealer and holds Initial Securities that are part of an unsold allotment from the original sale of the Initial Securities, the Company and the Guarantors shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of any Holder clause (other than an Exchanging Dealeriii) that participates in or (iv) the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date receipt of the exchange and any such Holder so requestsrequired notice, the Company shall take the following actions:being a “Trigger Date”):
(a) The Company and the Guarantors shall, at its their cost, as promptly as practicable (promptly, but in no event more than 60 240 days after so required the Trigger Date (or requested pursuant to this Section 2if the 240th day is not a business day, the first business day thereafter) (such 240th day being a “Shelf Registration Statement Filing Deadline”, together with the Exchange Offer Filing Deadline, each, a “Filing Deadline”), file with the Commission and thereafter shall (i) in the case of Section 2(i) above, use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 310th calendar day following the Issue Date and (ii) in the case of Section 2(ii) through 2(iv) above, use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 90th day after the Shelf Registration Statement Filing Deadline (each of such days being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; provided further that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement.
(b) The Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date effective date of the Shelf Registration Statement or such shorter period that will terminate (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) on the earliest date that is no less than one year after the Issue Date and on which all the Securities covered by the Shelf Registration Statement (except for Securities held by an affiliate of the Company) are no longer restricted securities (as defined in Rule 144 subject to any restrictions on transfer under the Securities Act, or any successor rule thereofAct including those pursuant to Rule 144 (the “Shelf Registration Period”). The Except as provided elsewhere in this Agreement, the Company and the Guarantors shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ply Gem Holdings Inc), Registration Rights Agreement (Ply Gem Holdings Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date by November 12, 2017 (or or, if the 310th day such date is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer by law or policy of the Commission or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and if any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th later to occur of (i) October 13, 2017 (or, if such date is not a business day, the first business day thereafter) and (ii) the 240th day after the Issue Date or date of the event specified in clause (i) of this Section 2 and (y) the occurrence of one of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th 210th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of original issue of the Initial Securities under the Purchase Agreement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof)thereto. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (New Home Co Inc.), Registration Rights Agreement (New Home Co Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if the 310th day is not a business dayTarget Date, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging DealerA) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, such Holder does or (B) may not receive freely tradeable resell the Exchange Securities on acquired by it in the date of Registered Exchange Offer to the exchange and any such Holder so requestspublic without delivering a prospectus, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time (x) in the case of clause (i) above, on or prior to time the 335th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on or prior to the 90th day after the date on which such Shelf Registration Statement is required to be filed, in each case in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period until the earlier of two years (or for such longer period if extended pursuant to Section 3(jx) below) one year from the Issue Date or date such shorter period that will terminate when Shelf Registration Statement is first declared effective and (y) the date on which all the Securities covered by registered under the Shelf Registration Statement (i) have been sold pursuant thereto or disposed of in accordance therewith (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable lawlaw or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Community Health Systems Inc), Registration Rights Agreement (Community Health Systems Inc)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 270 days following the Issue Date or (B) the Exchange Offer is not consummated within 310 45 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 270-day period or if the 310th Exchange Offer shall be consummated after such 45-day is not a business dayperiod, then the first business Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 270-day thereafter) period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) if any Holder (other than an Exchanging DealerInitial Purchaser holding Notes under the circumstances referred to in clause (iv) below) is not eligible to participate in the Registered Exchange Offer orunder applicable law or applicable interpretations of the staff of the Commission or elects to participate in the Exchange Offer but does not receive Exchange Notes which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Initial Purchaser prior to the 90th day following the consummation of the Exchange Offer with respect to any Registrable Notes held by it, if such Initial Purchaser is not permitted, in the case opinion of its counsel, pursuant to applicable law or applicable interpretations of the staff of the Commission, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and the securities or blue sky laws of any Holder state of the United States or other jurisdiction (other than an Exchanging Dealerany of the events specified in (i), (ii), (iii) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on or (iv) being herein referred to as a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof being herein referred to as a "Shelf Registration Event Date"), the Company shall take the following actions:
(a) The Company shall, at its cost, :
(A) as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 270th day after so required the Issue Date or requested pursuant to this Section 2(b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale resale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Notes and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act Statement;
(hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (xB) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have cause such Shelf Registration Statement to be declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence of the events specified Commission as promptly as practicable, but in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to no event later than the 60th day after the date on which the Company is required to file the Shelf Registration Statement; it being understood that in the event that the Company is required to file a Shelf Registration Statement is required pursuant to be filed; providedclause (iii) or (iv) above, however, that no Holder (the Company shall file and use its reasonable best efforts to have declared effective by the Commission both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Notes other than an Initial Purchaserthe Private Exchange Notes (if any) shall be entitled to have the Securities held by it covered by such and a Shelf Registration Statement unless such with respect to resales of Registrable Notes held by the related Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.or Initial Purchaser, as applicable;
(bC) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from after the Issue Date or such shorter period that will terminate when (subject to extension pursuant to the last paragraph of Section 3) or, if earlier, until all of the Securities Registrable Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, (ii) are no longer restricted securities (as defined in become eligible for resale pursuant to Rule 144 144(k) under the Securities Act1933 Act or (iii) cease to be Registrable Notes (the "Effectiveness Period"); and
(D) notwithstanding any other provisions hereof, or any successor rule thereof). The Company shall be deemed not to have used use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action ensure that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(ci) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and each amendment thereto (if any) and the related prospectus Prospectus forming a part thereof and any each amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to thereto comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and Act, (ii) not to contain neither the Shelf Registration Statement nor any amendment thereto, when it becomes effective, contains an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) except during circumstances described in the last two paragraphs of Section 3, neither the Prospectus forming part of the Shelf Registration Statement nor any amendment or supplement thereto includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Holder of Registrable Notes expressly for use therein. During any 365-day period, the Company may, by notice to the Holders, suspend the availability of the Shelf Registration Statement and the use of the Prospectus for up to two periods, regardless of duration, but not more than an aggregate of 60 days, or for one period not to exceed 30 consecutive days, if: (i) such action is required by applicable law; (ii) such action is taken by the Company in good faith and for valid business reasons, including the acquisition or divestiture of assets or a material corporate transaction or event; or (iii) the happening of any event or the discovery of any fact that makes any statement made in the Shelf Registration Statement or Prospectus untrue in any material respect or constitutes an omission to state a material fact in the Shelf Registration Statement or Prospectus. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration 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 furnishes to the Company in writing, within 5 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected 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. The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fiserv Inc), Registration Rights Agreement (Fiserv Inc)
Shelf Registration. IfTo the extent not prohibited by any law or applicable SEC policy, in the event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or SEC policy, (ii) the Registered Exchange Offer is not consummated for any other reason declared effective under the Securities Act by the SEC within 310 180 days of after the Issue Date (or if the 310th day is not a business dayClosing Time, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any Holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in law or SEC policy it is not entitled to participate in the Exchange Offer, (2) due to a change in law or SEC policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the Initial Securities (or public without delivering a Prospectus and the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (3) it is a broker-dealer and held by it following consummation owns Securities acquired directly from the Issuer or an affiliate of the Registered Exchange Offer Issuer, or (iv) any Holder (other than an Exchanging Dealer) is the holders of a majority in aggregate principal amount of the Securities may not eligible to participate resell the Exchange Notes acquired by them in the Registered Exchange Offer orto the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any Holder of (other than an Exchanging Dealeri) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhrough (iv), the Company shall take the following actions:
(a) The Company Issuer shall, at its the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (but in no event more than 60 A) 90 days after so required the Closing Time or requested (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to this Section 2clause (b)(ii) file with above shall be cancelled, provided, that such cancellation shall not relieve the Commission Issuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and thereafter payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “Shelf Registration Statement” SEC as soon as practicable and, together with in any event, on or prior to 90 days after the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating obligation to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in file the Shelf Registration Statement and Rule 415 under the Securities Act arises (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration Statement due pursuant to (x) this Agreement unless and until such Holder furnishes to the occurrence Issuer in writing, within 10 days after receipt of a request therefor, such information as the events specified Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified Prospectus included therein, reasonably request for inclusion in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such any Shelf Registration Statement declared effective on or prior Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the 60th day after Issuer all information with respect to such Holder necessary to make any information previously furnished to the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered Issuer by such Shelf Registration Statement unless such Holder not materially misleading. The Issuer agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securitieseffective, supplemented and amended for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) six months from the Issue Date Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer restricted securities (as defined in Rule 144 under the Securities Act“Effectiveness Period”), or any successor rule thereof). The Company provided, however, that with respect to the Private Exchange Notes, if issued, the Issuer shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes of 60 days. The Issuer shall not permit any action that would result securities other than Registrable Securities to be included in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment Registration. The Issuer further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Notes, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Notes if the aggregate principal amount of such Private Exchange Notes does 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 misleadingexceed $5,000,000.
Appears in 2 contracts
Sources: Registration Rights Agreement (Twenty-First Century Fox, Inc.), Registration Rights Agreement (Twenty-First Century Fox, Inc.)
Shelf Registration. If, (i) because of any change in applicable law or in applicable interpretations thereof by the staff of the CommissionCommission policy, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, or (ii) any holder of Transfer Restricted Securities notifies the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect Company prior to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following consummation of the Registered Exchange Offer that (a) it is prohibited by law or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate Commission policy from participating in the Registered Exchange Offer or, in the case of any Holder or (other than an Exchanging Dealerb) that participates it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer, Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange resales or (c) that it is a broker-dealer and owns Initial Securities on acquired directly from the date Company or an affiliate of the exchange and any such Holder so requestsCompany, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 use its best efforts to, within 30 days after so required or requested pursuant to this Section 2) , file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d6(e) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the to be declared effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of under the Securities Act and within 90 days after the rules and regulations of the Commission filing obligation with respect thereto arises; 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.subject to
Appears in 1 contract
Sources: Registration Rights Agreement (Healthcor Holdings Inc)
Shelf Registration. If, In the event that: (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in applicable currently prevailing interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, ; (ii) the Registered Company has received an opinion of counsel, rendered by a law firm, experienced in such matters, to the effect that, as a result of the consummation of the Exchange Offer, there is more than an insubstantial risk that (x) the Issuer Trust would be subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Debentures or New Junior Subordinated Debentures, (y) interest payable by the Company on such Junior Subordinated Debentures or New Junior Subordinated Debentures would not be deductible by the Company, in whole or in part, for United States federal income tax purposes, or (z) the Issuer Trust would be subject to more than a de minimis amount of other taxes, duties or other governmental charges; (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (other than an Exchanging DealerA) it is not eligible to participate prohibited by law or Commission policy from participating in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such Holder does not receive freely tradeable Exchange resales or (C) it is a broker-dealer and owns Capital Securities on acquired directly from the Issuer Trust or an affiliate of the Issuer Trust, (any of the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the exchange and any such Holder so requests"Shelf Registration Event Date"), the Company shall take and the following actions:
(a) The Company Issuer Trust shall, at its their cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable their respective best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “filed as promptly as practicable after such Shelf Registration Statement” Event Date, as the case may be, and, together with the Exchange Offer Registration Statementin event, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the within 45 days after such Shelf Registration Statement and Rule 415 under Event Date (which shall be no earlier than 75 days after the Securities Act (hereinafter, the “Shelf Registration”Closing Time), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable their respective best efforts to have such Shelf Registration Statement declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence Commission as soon as practicable. No Holder of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such 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.
(b) Holder and furnishes to the Company and the Issuer Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Issuer Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Issuer Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall and the Issuer Trust agree to use its reasonable their respective best efforts to keep the Shelf Registration Statement continuously effective in order to permit for the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years Rule 144(k) Period (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.subject to
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or Offer, (iviii) any Holder (other than an Exchanging Dealer) of Transfer Restricted Securities (as defined in Section 6 hereof) notifies the Company in writing prior to consummation of the Exchange Offer that, based upon an opinion of counsel, it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, or (iv) the Registered Exchange Offer is not consummated within 220 days of the Issue Date, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action (other than an action permitted by Section 6(b)) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 270 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an Initial Purchaser any Lender so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging the Lenders or a Participating Broker-Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging the Lenders or a Participating Broker-Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any (other than, in either case, due solely to the status of such Holder so requestsas an affiliate of the Company or due to such Holder's inability to make the representations referred to in the third to last paragraph of Section 1 hereof), the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant use its reasonable best efforts to this Section 2) file with the Commission as promptly as reasonably practicable, and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within 270 days after the Issue Date, a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder (and each Lender hereby so agrees).
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period (the "Shelf Registration Period") of two years (or for such longer period if extended pursuant to Section 3(j) belowone year in the case of a shelf registration effected at the request of the Lenders) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in distributed to the public pursuant to the Rule 144 under the Securities Act, or any successor rule thereof or become eligible for resale pursuant to Rule 144 (or any successor rule thereof)) without volume restriction, if any. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, or (iii) such action occurs following consummation of the Registered Exchange Offer.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 misleadingmisleading (in any such case, 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).
Appears in 1 contract
Sources: Loan Agreement (Sirva Inc)
Shelf Registration. If, (i) If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 150 days following the date of this Agreement or the Exchange Offer is not consummated within 310 185 days after the date of the Issue Date (or if the 310th day is not a business daythis Agreement, the first business day thereafter) (iii) an Initial Purchaser so requests with respect if within 90 days after the Closing Date any Holder of Securities notifies the Company that (a) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the Initial Securities public without delivering a prospectus and (x) the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or the Private Exchange Securitiesavailable for such resales by such Holder and (y) such Prospectus is not eligible promptly amended or modified in order to be exchanged suitable for Exchange use in connection with such resales for such Holder and all similarly situated Holders or (c) it is a broker-dealer and owns Securities in acquired directly from the Registered Exchange Offer and held by it following consummation Company or an affiliate of the Registered Exchange Offer Company for its own account or (iv) any Holder (other than an Exchanging Dealer) is the Holders of a majority of the Securities may not eligible to participate resell the Exchange Securities acquired or that would be acquired by them in the Registered Exchange Offer or, in to the case of any Holder (other than an Exchanging Dealer) that participates in public without restriction under the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange 1933 Act and any such Holder so requestswithout restriction under applicable blue sky or state securities laws, the Company shall take the following actions:
(a) The Company shall, at its cost, as :
(x) As promptly as practicable (practicable, but in no any event more than 60 prior to the later of (1) 90 days after so required the date of this Agreement or requested pursuant to this Section (2) 30 days after the obligation to file the Shelf Registration Statement arises, file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 60 days after such filing obligation arises, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the set forth in such Shelf Registration Statement; provided that, with respect to Exchange Securities Act (hereinafterreceived by a broker-dealer in exchange for any Securities that were acquired by such broker-dealer as a result of market making or other trading activities, the “Company may, if permitted by current interpretations by the SEC' staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this Section solely with respect to broker-dealers who acquired their Securities as a result of market making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration”), it being agreed Registration Statement. In the event that in the case the Company is filing required to file a Shelf Registration Statement due upon the request of any Holder (including an Initial Purchaser) not eligible pursuant to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2above to participate in the Exchange Offer, the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2.1 with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all or such Initial Purchaser, as applicable, after completion of the provisions of this Agreement applicable to such HolderExchange Offer.
(by) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period if it voluntarily takes any action "Effectiveness Period"); provided, however, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall be extended to offer the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable law.as otherwise provided herein; and
(cz) Notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Caprock Communications Corp)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 150 days following the Closing Time or (B) the Exchange Offer is not consummated within 310 45 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 150-day period or if the 310th Exchange Offer shall be consummated after such 45-day is not a business dayperiod, then the first business Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 150-day thereafter) period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), or (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) if any Holder (other than an Exchanging DealerInitial Purchaser holding Securities acquired directly from the Company as part of the offering and sale of Securities pursuant to the Purchase Agreement) is not eligible to participate in the Registered Exchange Offer oror elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Initial Purchasers (provided that, in the case of any Holder this clause (other than an Exchanging Dealeriv), such Initial Purchaser shall hold Registrable Securities (including, without limitation, Private Exchange Securities) that participates in it acquired directly from the Registered Company as part of the offering and sale of Securities pursuant to the Purchase Agreement and such request is made before the date that is 90 days after consummation of the Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests), the Company shall take the following actions:
(a) The Company shall, at its cost, :
(A) as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 150th day after so required the Closing Time or requested pursuant to this Section 2(b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale resale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act Statement;
(hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (xB) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have cause such Shelf Registration Statement to be declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence of the events specified SEC as promptly as practicable, but in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to no event later than the 60th day after the date on which the Company is required to file the Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Statement is required pursuant to be filed; providedclause (iii) or (iv) above, however, that no Holder (the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities other than an Initial Purchaserthe Private Exchange Securities (if any) shall and a Shelf Registration Statement (which may be entitled combined with the Exchange Offer Registration Statement) with respect to have the resales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to or such Holder.Initial Purchaser, as applicable;
(bC) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after the latest date on which any Securities are originally issued by the Company (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3) below) from the Issue Date or such shorter period that will terminate or, if earlier, when all of the Registrable Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during in accordance with the requisite period if it voluntarily takes any action that would result in Holders intended method of Securities covered thereby not being able distribution thereunder, (ii) become eligible for resale pursuant to offer and sell such Securities during that period, unless such action is required by applicable law.Rule 144(k) under the 1933 Act or (iii) cease to be Registrable Securities; and
(cD) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause ensure that (i) the Shelf Registration Statement and each amendment thereto (if any) and the related prospectus Prospectus forming a part thereof and any each amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to thereto comply in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to contain neither the Shelf Registration Statement nor any amendment thereto, when it becomes effective, contains an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) except during circumstances described in the last two paragraphs of Section 3, neither the Prospectus forming part of the Shelf Registration Statement nor any amendment or supplement thereto includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement without the prior written consent of Banc of America Securities LLC. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Dole Food Company Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) for any other reason the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or or, if the 310th such day is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests with respect to notifies the Company within 10 business days following consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”"SHELF REGISTRATION"); PROVIDED, it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, howeverHOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined when, in the opinion of outside counsel to the Company, which is reasonably satisfactory in form and substance to counsel for the Initial Purchasers, all such Securities may be sold pursuant to Rule 144 under the Securities Actwithout any limitations imposed pursuant to clauses (c), or any successor rule thereof(e), (f) and (h) thereunder. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its best efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company a Registered Exchange Offer is not permitted to effect a Registered Exchange Offerbe effected, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 240 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests in writing on or prior to the 20th business day following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing on or prior to the 20th business day following the consummation of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more prepare and, not later than 60 days after so required or requested pursuant to this Section 2) , file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filingin no event more than 120 days after so required or requested pursuant to this Section 2) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder ▇▇▇▇▇▇ agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action (other than an action permitted by Section 6(b)) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Kansas Gas & Electric Co /Ks/)
Shelf Registration. If, In the event that (i) the Company and the Trust are not permitted to effect the Exchange Offer because of any change in law or in applicable currently prevailing interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an upon the request of any Initial Purchaser so requests with respect to the any Registrable Securities held by it, if such Initial Securities (or the Private Exchange Securities) Purchaser is not eligible to be exchanged for Exchange Securities permitted, in the Registered reasonable opinion of Shearman & Sterling, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and held by it following consummation of thereby receive securities that are freely tradeable without restriction under the Registered Exchange Offer Securities Act and applicable blue sky or state securities laws or (iv) any Holder (other than if the Company has received an Exchanging Dealer) is not eligible opinion of counsel having a recognized national tax practice to participate in the Registered Exchange Offer oreffect that, in as a result of the case consummation of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, there is more than an insubstantial risk that (A) the Trust could be subject to US federal or UK income tax with respect to income received or accrued on the Subordinated Debentures or Exchange Debentures, (B) interest payable by the Company on such Holder does Subordinated Debentures or Exchange Debentures would not receive freely tradeable Exchange Securities on be deductible by the Company, in whole or in part, for US earnings and profits purposes or UK income tax purposes, or (C) the Trust could be subject to more than a de minimis amount of other taxes, duties or other governmental charges, or in certain other circumstances (any of the events specified in (i) - (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the exchange and any such Holder so requests"Shelf Registration Event Date"), the Company and the Trust shall take promptly deliver to the following actions:
(a) The Company shallholders and the Institutional Trustee written notice thereof and, at its their cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “filed as promptly as practicable after such Shelf Registration Statement” Event Date, as the case may be, and, together with the Exchange Offer Registration Statementin any event, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the within 45 days after such Shelf Registration Statement and Rule 415 under Event Date (which shall be no earlier than 75 days after the Securities Act (hereinafter, the “Shelf Registration”Closing Time), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities, the Company and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts may register such Registrable Securities together with the Exchange Offer Registration Statement, filed pursuant to have such Shelf Registration Statement declared effective on or prior Section 2(a), and the requirements as to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no timing applicable thereto. No Holder (other than an Initial Purchaser) of Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such 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.
(b) Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall and the Trust agree to use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order for the Rule 144(k) Period (subject to permit extension pursuant to the prospectus included therein to be lawfully delivered by the Holders last paragraph of the relevant Securities, for a period of two years (Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be outstanding (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof"Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders is declared effective, provide to each Holder a reasonable number of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective. The Company and the Trust further agree, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission 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 misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Southern Investments Uk Capital Trust I)
Shelf Registration. If, (a) If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to effect the public without delivering a Registered prospectus and the Prospectus contained in the Exchange OfferOffer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as contemplated by Section 1 hereofa result of clause (a)(i) above, (ii) the Registered Exchange Offer is not consummated within 310 days of date on which the Issue Date Company receives the notice specified in clause (a)(ii) above, or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect if the Exchange Offer has not been consummated on or prior to the Initial Securities Consummation Deadline, the Consummation Deadline (or such earliest date, the Private Exchange Securities) not eligible "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be exchanged for Exchange Securities in an amendment to the Registered Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and held by it following consummation of the Registered Exchange Offer or (ivy) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable their respective best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared to become effective on or prior to the 270th day 90 days after the Issue Date or Filing Deadline for the Shelf Registration Statement (ysuch 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the occurrence Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the events specified Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (iiy), (iii) or (iv) of this Section 2, . To the Company shall use its reasonable best efforts extent necessary to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be filed; providedregistered therein pursuant to Section 6(b)(ii) hereof, howeverthe Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, that no Holder supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (other than an Initial Purchaserc) shall be entitled hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to have time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holderhave been sold pursuant thereto.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered Provision by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined Certain Information in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, amendment within 20 days after receipt of a request therefor, the information specified in Item 507 or supplement508 of Regulation S-K, (i) to comply in all material respects with the applicable requirements as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities Act shall be entitled to liquidated damages pursuant to Section 5 hereof unless and the rules and regulations of the Commission and (ii) not until such Holder shall have provided all such information. Each selling Holder agrees to contain any untrue statement of a material fact or omit to state a material fact promptly furnish additional information required to be stated therein or necessary disclosed in order to make the statements therein, in light of information previously furnished to the circumstances under which they were made, Company by such Holder not materially misleading. The Company shall not be obligated to supplement such Shelf Registration Statement after it has been declared effective by the Commission more than one time per quarterly period solely to reflect additional Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Signal Medical Services)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company or the Guarantor is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Time or (B) the Exchange Offer is not consummated within 310 45 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 180-day period or if the 310th Exchange Offer shall be consummated after such 45-day is not a business dayperiod, then each of the first business Company’s and the Guarantor’s obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day thereafter) period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), or (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) if any Holder (other than an Exchanging DealerInitial Purchaser holding Securities acquired directly from the Company) is not eligible to participate in the Registered Exchange Offer oror who elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer (provided that, in the case of any Holder this clause (other than an Exchanging Dealeriv), such Initial Purchaser shall hold Registrable Securities (including, without limitation, Private Exchange Securities) that participates in it acquired directly from the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsCompany), the Company shall take and the following actionsGuarantor shall, at their cost:
(aA) The Company shall, at its cost, as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 180th day after so required the Closing Time or requested pursuant to this Section 2(b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in the such Shelf Registration Statement;
(B) use their best efforts to cause such Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act SEC as promptly as practicable, but in no event later than the 240th day after the Closing Time (hereinafteror, the “Shelf Registration”), it being agreed that in the case of a request by any of the Initial Purchasers pursuant to clause (iv) above, within 90 days after such request). In the event that the Company is filing and the Guarantor are required to file a Shelf Registration Statement due pursuant to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2above, the Company and the Guarantor shall file and use its reasonable their best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to or such Holder.Initial Purchaser, as applicable;
(bC) The Company shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after the latest date on which any Securities are originally issued by the Company and the Guarantor (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3) below(or, solely in the case of clause (iv) from above of this Section 2(b), 180 days after completion of the Issue Date or such shorter period that will terminate Exchange Offer) or, if earlier, when all of the Registrable Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during in accordance with the requisite period if it voluntarily takes any action that would result in Holders intended method of Securities covered thereby not being able distribution thereunder, (ii) become eligible for resale pursuant to offer and sell such Securities during that period, unless such action is required by applicable law.Rule 144(k) under the 1933 Act or (iii) cease to be Registrable Securities; and
(cD) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use their best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to Prospectus forming a part thereof and any supplements thereto comply in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment or supplement thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an 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 they were made, not misleading. Neither the Company nor the Guarantor shall permit any securities other than Registrable Securities to be included in the Shelf Registration Statement without the prior written consent of the Representative. The Company and the Guarantor further agree, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use their best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Kingsway Financial Services Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 210 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer, provided such request is made within 20 business days of the consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filingbut in no event more than 90 days after so required or requested pursuant to this Section 2) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Shelf Registration. If, (i) If, because of any change in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company and the Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 300 days following the Closing Date or (B) the Exchange Offer is not consummated completed within 310 365 days of after the Issue Date (or if the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an if the Initial Purchaser so requests is holding Private Exchange Securities issued with respect to the Initial Registrable Securities (or the Private Exchange Securities) that were not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or if the Initial Purchaser does not receive freely tradable Exchange Securities in the Exchange Offer, upon the request of the Initial Purchaser, (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case upon notice of any Holder (other than an Exchanging Dealerthe Initial Purchaser) given to the Company or the Guarantor in writing within 35 days after the commencement of the Exchange Offer to the effect that participates (A) due to a change in law or SEC policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable or (C) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or the Guarantor or an “affiliate” of the Company or the Guarantor (as such term is defined in Rule 405 under the ▇▇▇▇ ▇▇▇) or (v) the holders of a majority of the Exchange Securities on may not resell the date Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then in case of the exchange and any such Holder so requests, each of clauses (i) through (v) the Company shall take and the following actionsGuarantor shall, at their cost:
(a) The Company shall, at its cost, as As promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) practicable, file with the Commission SEC, and thereafter shall use its their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 365 days after the Closing Date, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company shall use its Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders until the earlier of (A) two years from the date the Shelf Registration Statement is declared effective by the Holders of SEC, (B) the relevant Securities, date on which the Registrable Securities become eligible for a period of two years (or for such longer period if extended resale pursuant to Section 3(jRule 144(k) belowor any successor provision or (C) from the Issue Date or such shorter period that will terminate when date on which all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended if it voluntarily takes any action that would result in Holders and to the extent necessary to permit dealers to comply with the applicable prospectus delivery requirements of Securities covered thereby not being able to offer Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use their reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Guarantor further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Banco Santander, S.A.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or if such additional number of days as the 310th day Registered Exchange Offer is not a business dayrequired to be kept open under applicable law in excess of 30), the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Initial Securities (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities eligible for sale under Rule 144(k) (as defined in Rule 144 or any successor provision) under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.. EXHIBIT 10.2
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 220 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer (or the Private Exchange Securities) and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, Transfer Restricted Securities for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under cease to be Transfer Restricted Securities; provided, however, that the Securities Act, or any successor rule thereof). The Company shall not be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement continuously effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contraryextent set forth above, or to keep the prospectus included therein usable for offers and sales of Securities, if (i) the Company shall cause determines, in its reasonable judgment, upon the advice of counsel, that the continued effectiveness of the Shelf Registration Statement and or usability of any prospectus included therein would (x) require the related prospectus and disclosure of material information, which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with any amendment financing, acquisition, corporate reorganization or supplement theretoother material transaction or development involving the Company or any of its subsidiaries or the contemplated timing thereof, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable. The number of days of any actual Suspension Period (as defined below) shall be added on 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 end of the circumstances under two-year period specified above. Any such period during which they were made, not misleadingthe Company is excused from keeping the Shelf Registration Statement effective and the prospectus included therein usable for offers and sales of Securities is referred to herein as a "SUSPENSION PERIOD." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities
Appears in 1 contract
Sources: Registration Rights Agreement (Federated Department Stores Inc /De/)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by In the staff of the Commission, event that (A) the Company is not permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or SEC policy, (iiB) the Registered Exchange Offer is not consummated within 310 240 days of after the Issue Date or (or if C) any holder of Securities notifies the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect Company prior to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following consummation of the Registered Exchange Offer that (1) due to a change in applicable law or (iv) any Holder (other than an Exchanging Dealer) SEC policy it is not eligible entitled to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does (2) due to a change in applicable law or SEC policy it may not receive freely tradeable resell the Exchange Securities on to be acquired by it in the date Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (3) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the exchange Company or (D) the holders of the Securities may not resell the Exchange Securities to be acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any such Holder so requestsof the events specified in (A)-(D) being a "Shelf Registration Event"), then the Company shall take the following actions:
(a) The Company shall, at its cost, use its reasonable best efforts to file as promptly as practicable after the date of such Shelf Registration Event and, in any event, prior to the later of (but in no event more than 60 1) 90 days after so required the Issue Date or requested pursuant to (2) 90 days (or 30 days in the case of clause (B) of this Section 22(b)) file with the Commission after such filing obligation arises and thereafter shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) SEC on an appropriate form under the Securities Act relating or prior to the offer and sale 90 days from such required filing date. No Holder of the Transfer Restricted Securities (may include any of its Transfer Restricted Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing such information as defined in Section 6(d) hereof) the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Holders thereof from time SEC to time be included in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified Prospectus included therein, reasonably request for inclusion in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such any Shelf Registration Statement declared effective on or prior Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the 60th day after Company all information with respect to such Holder necessary to make any information previously furnished to the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered Company by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holdernot materially misleading.
(bii) The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as second anniversary of the effective date of the Shelf Registration Statement (subject to extension pursuant to the last paragraph of Section 3 hereof) or such earlier time as there are no longer any Transfer Restricted Securities outstanding (the "Effectiveness Period"). The foregoing shall not apply to actions taken (or contemplated to be taken) by the Company in good faith and for valid business reasons involving a material undisclosed event (but not including the avoidance of the Company's obligations hereunder) (a "Suspension Event"), including, without limitation, the acquisition or divestiture of assets or the offering or sale of securities, so long as the Company without delay prepares and furnishes to each of the Holders of the Transfer Restricted Securities a reasonable number of copies of the supplemented or amended prospectus contemplated by Section 3(i) hereof, if the Company would be required pursuant to Section 3(e)(E) hereof, to notify the Holders of the Transfer Restricted Securities. Any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sale of the Transfer Restricted Securities is referred to as a "Suspension Period"; provided that, such Suspension Period shall not exceed 45 days in any 12-month period (whereafter Additional Interest shall accrue and be payable); and provided further that the number of days of any actual Suspension Period shall be added on to the end of the Effectiveness Period specified above. A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the earlier to occur of (1) the date on which each seller of Transfer Restricted Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by the Section 3(i) hereof or is advised in writing by the Company that the use of the prospectus may be resumed and (2) the expiration of 45 days in any 12-month period during which one or more Suspension Periods have been in effect. The Company further agrees to supplement or make amendments to the Shelf Registration Statement, amendment as and when required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Holder of Transfer Restricted Securities copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission 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 misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Triad Hospitals Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if the 310th day is not a business dayExchange Offer Consummation Deadline, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and (the date on which any such Holder so requestsof the conditions described in the foregoing clauses (i) through (iv) occur, being a “Trigger Date”):, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2the Trigger Date, such 30th day being the “Shelf Filing Deadline”) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable (but in no event more than 60 days after the Trigger Date, such 60th day being the “Shelf Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Regal Entertainment Group)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 270 days following the Closing Time or (B) the Exchange Offer is not consummated within 310 330 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 270-day period or if the 310th Exchange Offer shall be consummated after such 330-day is not a business dayperiod, then the first business Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 270-day thereafter) period or the failure of the Exchange Offer to be consummated within such 330-day period, respectively, shall terminate), or (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) if any Holder (other than an Exchanging Dealerthe Initial Purchaser holding Securities acquired directly from the Company) is not eligible to participate in the Registered Exchange Offer oror elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of the Initial Purchaser within 30 days following the consummation of the Exchange Offer (provided that, in the case of any Holder this clause (other than an Exchanging Dealeriv), the Initial Purchaser shall hold Registrable Securities (including, without limitation, Private Exchange Securities) that participates in it acquired directly from the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsCompany), the Company shall take the following actions:
(a) The Company shall, at its cost, :
(A) as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 270th day after so required the Closing Time or requested pursuant to this Section 2(b) the 30th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in the such Shelf Registration Statement;
(B) use its reasonable best efforts to cause such Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act SEC as promptly as practicable, but in no event later than the 270th day after the Closing Time (hereinafteror, the “Shelf Registration”), it being agreed that in the case of a request by the Initial Purchaser pursuant to clause (iv) above, within 90 days after such request). In the event that the Company is filing required to file a Shelf Registration Statement due pursuant to (x) the occurrence of the events specified in clause (iiii) of this Section 2or (iv) above, the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf which may be a combined Registration Statement declared effective on or prior with the Exchange Offer Registration Statement) with respect to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all or the provisions of this Agreement applicable to such Holder.Initial Purchaser, as applicable;
(bC) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after the latest date on which any Securities are originally issued by the Company (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3) below) from the Issue Date or such shorter period that will terminate or, if earlier, when all of the Registrable Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, (ii) are no longer restricted securities (as defined in become eligible for resale pursuant to Rule 144 144(k) under the Securities Act1933 Act or (iii) cease to be Registrable Securities; and
(D) notwithstanding any other provisions hereof, or any successor rule thereof). The Company shall be deemed not to have used use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes ensure that (i) any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to Prospectus forming a part thereof and any supplements thereto comply in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment or supplement thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an 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 they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement without the prior written consent of the Initial Purchaser. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. If, In the event that (i) because the Company or the Trust ------------------ reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Debentures, (y) the interest payable by the Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount ---------- of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon the request of the Initial Purchasers with respect to any Holder (other than an Exchanging Dealer) is Registrable Securities held by it, if the Initial Purchasers are not eligible permitted, in the reasonable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form without restriction under the Securities Act relating to the offer and sale of the Transfer Restricted Securities applicable blue sky or state securities laws (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence any of the events specified in clause (i) of this Section 2), the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) being a "Shelf ----- Registration Event," and the date of this occurrence thereof, the "Shelf Registration ------------------ ------------------ Event Date"), then in addition to or in lieu of conducting the Exchange Offer ---------- contemplated by Section 22(a), as the case may be, the Company and the Trust shall, at their cost, use commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to by the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no SEC as soon as practicable. No Holder (other than an Initial Purchaser) of Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such 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.
(b) Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall and the Trust agree to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in order the case of a Shelf Registration Statement filed pursuant to permit Section 2(b)(i), (ii) or (iii) or (b) 180 days in the prospectus included therein case of a Shelf Registration Statement filed pursuant to be lawfully delivered by Section 2(b)(iv) (subject in each case to extension pursuant to the Holders last paragraph of the relevant SecuritiesSection 3 hereof), for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be Registrable Securities (the requisite period if it voluntarily takes "Effectiveness Period"). -------------------- The Company and the Trust shall not permit any action that would result securities other than Registrable Securities to be included in Holders of Securities covered thereby not being able to offer the Shelf Registration. The Company and sell such Securities during that periodthe Trust will, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to in the contrary, the Company shall cause the event a Shelf Registration Statement and the related prospectus and any amendment or supplement theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission 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 misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Greater Bay Bancorp)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or Consummate the Exchange Offer because the Exchange Offer is not permitted to effect a Registered Exchange Offer, as contemplated by applicable law or Commission policy (after the procedures set forth in Section 1 hereof6(a)(i) below have been complied with), (ii) any Holder of Transfer Restricted Securities shall notify the Registered Company in writing within 10 Business Days following the Consummation of the Exchange Offer that (A) such Holder is prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder (other than due solely to the status of such Holder as an affiliate of the Company) or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, or (iii) the Exchange Offer is not consummated within 310 days Consummated or the Company and the Guarantors determine in good faith, based on the advice of counsel, that the Commission is unlikely to permit Consummation of the Issue Date Exchange Offer within the time period set forth in Section 3(a) (so long as, in either case, the procedures set forth in Section 6(a) below are being or have been complied with) then the Company and the Guarantors shall (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, (which, if the 310th day is not a business dayCommission so allows, may be an amendment to the Exchange Offer Registration Statement (in either event, the first business day thereafter"SHELF REGISTRATION STATEMENT")), on or prior to 30 days after the obligation to file such Shelf Registration Statement arises, which Shelf Registration Statement shall provide for resales of (I) (iii) an Initial Purchaser so requests with respect to the Initial all Transfer Restricted Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder clause (other than an Exchanging Dealera)(i) that participates or (a)(iii) above and (II) all Transfer Restricted Securities the Holders of which are prohibited from participating in the Registered Exchange Offer, such Holder does not receive freely tradeable Offer or reselling Exchange Securities on the date under clauses (A), (B) or (C) of the exchange and any such Holder so requestsclause (a)(ii) above, the Company Holders of which shall take have provided the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so information required or requested pursuant to this Section 24(b) file with the Commission hereof, and thereafter shall (y) use its reasonable their best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement to be declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day 120 days after the date on which the Shelf Registration Statement is required Company becomes obligated to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by file such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) Statement. The Company and the Guarantors shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by and subject to permit the prospectus included therein provisions of Sections 6(b) and (c) hereof to be lawfully delivered the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders of thereof entitled to the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions benefit of this Agreement Section 4(a), and to ensure that it conforms with the contraryrequirements of this Agreement, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least three years (as extended pursuant to Section 6(c)(i)) after the Closing Date, or such shorter period ending when (i) all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold in the manner set forth and as contemplated by such Shelf Registration Statement or (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 subsequent Shelf Registration Statement covering all Transfer Restricted Securities has been declared effective by the statements therein, in light of the circumstances under which they were made, not misleadingCommission.
Appears in 1 contract
Sources: Registration Rights Agreement (Ekco Group Inc /De/)
Shelf Registration. If, (a) If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is and the Parent Guarantor are not permitted to effect a file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer because the Registered Exchange Offer is not consummated permitted by applicable law or Commission policy, (ii) for any other reason the Registered Exchange Offer is not Consummated within 310 30 days of the Issue Date (or if the 310th such 30th day is not a business dayBusiness Day, by the first business day Business Day thereafter) of the date the Exchange Offer Registration Statement has become effective, (iii) an the Initial Purchaser so requests with respect to Notes which have not been resold acquired by it directly from the Initial Securities Company and the Parent Guarantor on or prior to the 30th day (or if such 30th day is not a Business Day, by the Private Exchange Securitiesfirst Business Day thereafter) not eligible to be exchanged for Exchange Securities in following the Consummation of the Registered Exchange Offer Offer, (iv) any Holder notifies the Company and held the Parent Guarantor on or prior to the 30th day (or if such 30th day is not a Business Day, by it the first Business Day thereafter) following consummation the Consummation of the Registered Exchange Offer or that (ivA) any such Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer, due to applicable law or Commission policy, (B) the Exchange Notes such Holder would receive would not be freely tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer orwithout delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it has not exchanged and that it acquired directly from the Company, one of its Affiliates or the Parent Guarantor, or (v) in the case of any Holder (other than an Exchanging Dealer) that where the Initial Purchaser participates in the Registered Exchange OfferOffer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, such Holder the Initial Purchaser does not receive freely tradeable tradable Exchange Securities on Notes in exchange for Notes constituting any portion of an unsold allotment and the date of the exchange and any such Holder so requests, Initial Purchaser notifies the Company shall take and the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective Parent Guarantor on or prior to the 270th 30th day after following the Issue Date or Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such Exchange Notes being not “freely tradable” and (y) the occurrence requirement that a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the events specified Registered Exchange Offer in clause (iiexchange for Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not “freely tradable”), (iii) or (iv) of this Section 2, the Company following provisions shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.apply:
(b) The Company and the Parent Guarantor shall use its their reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the earliest to occur of (i) the date on which the Company and the Parent Guarantor determine that they are not permitted to file the Exchange Offer Registration Statement or to Consummate the Exchange Offer; (ii) 30 days (or if such 30th day is not a Business Day, by the first Business Day thereafter) after the Exchange Offer Registration Statement has been declared effective if the Registered Exchange Offer has not been Consummated by such date and (iii) the date notice is given pursuant to Section (a)(iii), (iv) or (v) above (or if either such 30th day is not a Business Day, by the first Business Day thereafter) and shall use their reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within 90 days thereafter (or if such 90th day is not a Business Day, by the first Business Day thereafter). With respect to Exchange Notes received by the Initial Purchaser in exchange for Notes constituting any portion of an unsold allotment, the Company and the Parent Guarantor may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of their obligations under this paragraph (b) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(c) The Company and the Parent Guarantor shall use their reasonable best efforts to keep the such Shelf Registration Statement continuously effective (subject to Section 3(d)) in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders earliest of (i) such time as the relevant Securities, for a period of two years (Notes or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities Exchange Notes covered by the Shelf Registration Statement can be sold without any limitations under clauses (ic), (e), (f) and (h) of Rule 144 or similar rule adopted by the Commission, (ii) two years from the date the Shelf Registration Statement has been declared effective exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Shelf Registration Statement or during which the Company has suspended the use of the Prospectus contained therein pursuant to Section 3(d) and (iii) such date as of which all the Transfer Restricted Notes have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer restricted securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company and the Parent Guarantor shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Securities Transfer Restricted Notes covered thereby not being able to offer and sell such Securities notes during that period, unless such action is (x) required by applicable lawlaw or (y) pursuant to Section 3(d) hereof, and, in either case, so long as the Company and the Parent Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(cd) Notwithstanding The Company and the Parent Guarantor may suspend the use of the Prospectus for a period not to exceed 30 days in any other provisions six-month period or an aggregate of this Agreement 45 days in any twelve-month period for valid business reasons (not including avoidance of their obligations hereunder) to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that (i) the Company and the Parent Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable; (ii) the period during which the Registration Statement is required to be effective and usable shall be extended by the number of days during which such Registration Statement was not effective or usable pursuant to the contrary, foregoing provisions; and (iii) the Company Additional Interest shall cause accrue on the Notes as provided in Section 4 hereof.
(e) No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company and the related prospectus Parent Guarantor in writing, within 20 days after receipt of a request therefor, such information as the Company and the Parent Guarantor may reasonably request for use in connection with any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment Statement or supplement, (i) Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Notes shall be entitled to comply in Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have used its reasonable best efforts to provide all material respects with such reasonably requested information. Each Holder of Transfer Restricted Notes as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the applicable requirements of the Securities Act Company and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact Parent Guarantor all information required to be stated therein or necessary disclosed in order to make the statements therein, in light of information previously furnished to the circumstances under which they were made, Company and the Parent Guarantor by such Holder not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Hollinger International Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Exchange Offer Registration Statement is not declared effective by the 360th day after the Issuer Date or the Registered Exchange Offer is not consummated within 310 40 days of the Issue Date (or if the 310th day is not a business dayafter such date, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 270 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) ), but in no event more than 360 days after such requirement or request pursuant to this Section 2 (such 360th day, an "effectiveness deadline"), a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Cloud Peak Energy Inc.)
Shelf Registration. IfTo the extent not prohibited by any law or applicable SEC policy, in the event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or SEC policy, (ii) the Registered Exchange Offer is not consummated for any other reason declared effective under the Securities Act by the SEC within 310 180 days of after the Issue Date (or if the 310th day is not a business dayClosing Time, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any Holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (A) due to a change in law or SEC policy it is not entitled to participate in the Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the Initial Securities (or public without delivering a Prospectus and the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and held by it following consummation owns Securities acquired directly from the Issuer or an affiliate of the Registered Exchange Offer Issuer, or (iv) any Holder (other than an Exchanging Dealer) is the Holders of a majority in aggregate principal amount of the Securities may not eligible to participate resell the Exchange Securities acquired by them in the Registered Exchange Offer orto the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any Holder of (other than an Exchanging Dealeri) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhrough (iv), the Company shall take the following actions:
(a) The Company Issuer shall, at its the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (but in no event more than 60 A) 90 days after so required the Closing Time or requested (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to this Section 2clause (b)(ii) file with above shall be cancelled, provided, that such cancellation shall not relieve the Commission Issuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and thereafter payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “Shelf Registration Statement” SEC as soon as practicable and, together with in any event, on or prior to 90 days after the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating obligation to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in file the Shelf Registration Statement and Rule 415 under the Securities Act arises (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration Statement due pursuant to (x) this Agreement unless and until such Holder furnishes to the occurrence Issuer in writing, within 10 days after receipt of a request therefor, such information as the events specified Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified Prospectus included therein, reasonably request for inclusion in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such any Shelf Registration Statement declared effective on or prior Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the 60th day after Issuer all information with respect to such Holder necessary to make any information previously furnished to the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered Issuer by such Shelf Registration Statement unless such Holder not materially misleading. The Issuer agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securitieseffective, supplemented and amended for a period of two years six months from the Closing Time (or such shorter period provided for such longer period if extended pursuant in any amendment to Section 3(jRule 144 under the Securities Act (or any successor provision other than Rule 144A) belowupon the expiration of which securities are eligible for distribution to the public) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer restricted securities (as defined in Rule 144 under the Securities Act“Effectiveness Period”), or any successor rule thereof). The Company provided, however, that with respect to the Private Exchange Securities, if issued, the Issuer shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes of 60 days. The Issuer shall not permit any action that would result securities other than Registrable Securities to be included in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment Registration. The Issuer further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does 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 misleadingexceed $5,000,000.
Appears in 1 contract
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is PBF Parties are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 365 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any (other than due solely to the status of such Holder so requestsas an “affiliate” of either Issuer within the meaning of the Securities Act), the Company PBF Parties shall take the following actions:
(a) The Company PBF Parties shall, at its their cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, along with any document or information incorporated by reference therein, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.;
(b) The Company PBF Parties shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, Securities for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date effective date of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities Transfer Restricted Securities (as defined in Rule 144 under the Securities Act, or any successor rule thereofbelow). The Company PBF Parties shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it any of them voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.. Notwithstanding anything to the contrary in this Agreement, at any time, the PBF Parties may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the General Partner determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the General Partner, would be detrimental to the PBF Parties if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; and
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company PBF Parties shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 thereintherein (in the case of the prospectus, in light of the circumstances under which they were made, ) not misleading; provided, however, that this Section 2(c) shall not apply to any statements or omissions made by the Partnership in reliance upon and in conformity with information furnished to the Partnership by a Holder for use in any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto.
Appears in 1 contract
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company or the Guarantor is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Initial Closing Time or (B) the Exchange Offer is not consummated within 310 45 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 180-day period or if the 310th Exchange Offer shall be consummated after such 45-day is not a business dayperiod, then each of the first business Company’s and the Guarantor’s obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day thereafter) period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), or (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) if any Holder (other than an Exchanging DealerInitial Purchaser holding Securities acquired directly from the Company) is not eligible to participate in the Registered Exchange Offer oror who elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer (provided that, in the case of any Holder this clause (other than an Exchanging Dealeriv), such Initial Purchaser shall hold Registrable Securities (including, without limitation, Private Exchange Securities) that participates in it acquired directly from the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsCompany), the Company shall take and the following actionsGuarantor shall, at their cost:
(aA) The Company shall, at its cost, as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 180th day after so required the Initial Closing Time or requested pursuant to this Section 2(b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in the such Shelf Registration Statement;
(B) use their best efforts to cause such Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act SEC as promptly as practicable, but in no event later than the 240th day after the Initial Closing Time (hereinafteror, the “Shelf Registration”), it being agreed that in the case of a request by any of the Initial Purchasers pursuant to clause (iv) above, within 90 days after such request). In the event that the Company is filing and the Guarantor are required to file a Shelf Registration Statement due pursuant to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2above, the Company and the Guarantor shall file and use its reasonable their best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to or such Holder.Initial Purchaser, as applicable;
(bC) The Company shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after the latest date on which any Securities are originally issued by the Company and the Guarantor (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3) below(or, solely in the case of clause (iv) from above of this Section 2(b), 180 days after completion of the Issue Date or such shorter period that will terminate Exchange Offer) or, if earlier, when all of the Registrable Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during in accordance with the requisite period if it voluntarily takes any action that would result in Holders intended method of Securities covered thereby not being able distribution thereunder, (ii) become eligible for resale pursuant to offer and sell such Securities during that period, unless such action is required by applicable law.Rule 144(k) under the 1933 Act or (iii) cease to be Registrable Securities; and
(cD) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use their best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to Prospectus forming a part thereof and any supplements thereto comply in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment or supplement thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an 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 they were made, not misleading. Neither the Company nor the Guarantor shall permit any securities other than Registrable Securities to be included in the Shelf Registration Statement without the prior written consent of the Representative. The Company and the Guarantor further agree, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use their best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Kingsway Financial Services Inc)
Shelf Registration. If, (i) If, because of any change changes in law law, SEC rules ------------------ or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company determines after consultation with its outside counsel that it is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the original issue of the Registrable Securities or (B) the Exchange Offer is not consummated within 310 210 days after the original issue of the Issue Date (or if the 310th day is not a business dayRegistrable Securities, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to upon the request of any of the Initial Securities (or the Purchasers holding Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon notice of any Holder given to the Company within 30 days after the commencement of the Exchange Offer that (other than an Exchanging DealerA) due to a change in law or policy it is not eligible entitled to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) due to a change in law or policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable Exchange Securities on or (D) it is a broker- dealer and owns Registrable acquired directly from the date Company or an affiliate of the exchange and any such Holder so requestsCompany, then in case of each of clauses (i) through (iv) the Company shall take the following actions:
(a) The Company shall, at its cost, as :
(a) As promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) practicable, file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 210 days after the original issue of the Registrable Securities, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the original issue of the Registrable Securities, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if it voluntarily takes any action that would result in Holders necessary to permit dealers to comply with the applicable prospectus delivery requirements of Securities covered thereby not being able to offer Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use its reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Liberty Media Corp /De/)
Shelf Registration. If, (i) because of any change in law or in applicable public policy (including, without limitation, rules, regulations, pronouncements and published interpretations thereof by the staff of the Commission), the Company is not permitted to effect a Registered the Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Notes not eligible to be exchanged by it for Exchange Securities Notes in the Registered Exchange Offer and or with respect to the Private Exchange Notes and, in each case, held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than a Participating Broker-Dealer or an Exchanging Dealeraffiliate) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than a Participating Broker-Dealer or an Exchanging Dealeraffiliate) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable Exchange Securities Notes on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective effective, not later than the 90th day after the earliest of the events described in clauses (unless it becomes effective automatically upon filingi), (iii) a or (iv) occurs and not later than the 30th day after the event described in clause (ii) (such 90th day or 30th day the "Shelf Effective Date")a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an Form S-1 or another appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant SecuritiesNotes, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in eligible for sale pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144 (or any successor provision) under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities Notes covered thereby not being able to offer and sell such Securities Notes during that period, unless such action is (i) required by applicable lawlaw or (ii) pursuant to Section 2(c) hereof, and, in either case, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) The Company may suspend the use of the prospectus related to the Shelf Registration Statement for a period not to exceed 45 days in any 90-day period or four periods not to exceed an aggregate of 90 days in any 12-month period for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events.
(d) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Decora Industries Inc)
Shelf Registration. If, (a) If (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by March 13, 2011 or the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business dayby May 12, the first business day thereafter) 2011; (iii) an Initial Purchaser so requests with respect to the Initial Purchasers determine upon advice of their counsel that a Shelf Registration Statement must be filed in connection with any public offering or sale of Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it them following consummation of the Registered Exchange Offer Offer; or (iv) any Holder (other than an Exchanging Dealerthe Initial Purchasers) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder or does not receive freely tradeable New Securities in the Registered Exchange Securities on the date Offer other than by reason of such Holder being an Affiliate of the exchange and any Company (it being understood that the requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with sales of New Securities shall not result in such Holder so requestsNew Securities being not “freely tradeable”), the Company and the Guarantor shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) If required pursuant to subsection (a) The above,
(i) the Company shalland the Guarantor, at its their cost, shall as promptly as practicable (practicable, but in no event more later than 60 90 days after so required or requested pursuant such obligation to this Section 2) file arises, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared become effective (unless it becomes effective automatically upon filing) under the Act as soon as practicable, but in no event later than May 12, 2011, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined in Section 6(d) hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filedStatement; provided, however, that no Holder (other than an the Initial PurchaserPurchasers) shall be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder.; and provided further, that with respect to New Securities received by the Initial Purchasers in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantor may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement;
(bii) The the Company and the Guarantor shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period the earliest of two years (or for such longer period if extended pursuant to Section 3(jA) below) from the Issue Date or such shorter period that will terminate time when all of the Securities or New Securities, as applicable, covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without limitation by non-affiliates of the Company under clause (id) of Rule 144, (B) the date on which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto or to the Shelf Registration Statement, and (iiC) are no longer restricted securities one year from the date the Shelf Registration Statement is declared effective by the Commission (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof“Shelf Registration Period”). The ; it being understood that the Company and the Guarantor shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities or New Securities covered thereby not being able to offer and sell such Securities or New Securities during that period, unless (A) such action is required by applicable law.; or (B) such action is taken by the Company and the Guarantor in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantor’ obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company and the Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable; and
(ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantor shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Commission; and (iiB) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Nabors Industries LTD)
Shelf Registration. If, (i) If, because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Time or (B) the Exchange Offer is not consummated within 310 30 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 180-day period or if the 310th Exchange Offer shall be consummated after such 30-day is not a business dayperiod, then the first business Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day thereafter) period or the failure of the Exchange Offer to be consummated within such 30-day period, respectively, shall terminate), or (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) if any Holder (other than an Exchanging DealerInitial Purchaser holding Securities acquired directly from the Company) is not eligible to participate in the Registered Exchange Offer oror elects to participate in the Exchange Offer (and validly tenders and does not withdraw its Securities prior to the expiration of the Exchange Offer) but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer (provided that, in the case of any Holder this clause (other than an Exchanging Dealeriv), such Initial Purchaser shall hold Registrable Securities (including, without limitation, Private Exchange Securities) that participates in it acquired directly from the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsCompany), the Company shall take the following actions:
(a) The Company shall, at its cost, :
(A) as promptly as practicable practicable, but no later than (but in no event more than 60 days a) the 180th day after so required the Closing Time or requested pursuant to this Section 2(b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) SEC a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in the such Shelf Registration Statement;
(B) use its reasonable best efforts to cause such Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act SEC as promptly as practicable, but in no event later than the 210th day after the Closing Time (hereinafteror, the “Shelf Registration”), it being agreed that in the case of a request by any of the Initial Purchasers pursuant to clause (iv) above, within 60 days after such request). In the event that the Company is filing required to file a Shelf Registration Statement due pursuant to (x) the occurrence of the events specified in clause (iiii) of this Section 2or (iv) above, the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf which may be a combined Registration Statement declared effective on or prior with the Exchange Offer Registration Statement) with respect to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the offers and sales of Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to or such Holder.Initial Purchaser, as applicable;
(bC) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after the latest date on which any Securities are originally issued by the Company (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3) below) from the Issue Date or such shorter period that will terminate or, if earlier, when all of the Registrable Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, (ii) are no longer restricted securities (as defined in become eligible for resale pursuant to Rule 144 144(k) under the Securities Act1933 Act or (iii) cease to be Registrable Securities; and
(D) notwithstanding any other provisions hereof, or any successor rule thereof). The Company shall be deemed not to have used use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes ensure that (i) any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to Prospectus forming a part thereof and any supplements thereto comply in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an 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 they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement without the prior written consent of Banc of America. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if required by Section 3(b) below, to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Developers Diversified Realty Corp)
Shelf Registration. IfIf any Transfer Restricted Securities are outstanding as of the 366th calendar date after the Original Closing Date and:
(a) if, (i) because of any change in law or in the applicable interpretations thereof by the staff of the Commission, in the Company opinion of the Issuer, the Issuer is not permitted to effect a consummate the Registered Exchange Offer;
(b) for any reason, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (on or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect prior to the Initial Consummation Deadline; or
(c) any beneficial owner of Transfer Restricted Securities notifies the Issuer that:
(i) it is prohibited by law or Commission policy from participating in the Private Registered Exchange SecuritiesOffer;
(ii) it may not eligible to be exchanged for resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and held by the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or
(iii) it following consummation is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orIssuer, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requeststhen, the Company Issuer and the Guarantors shall take the following actions:
(aA) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) Issuer and the Guarantors shall file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective by the Commission (unless it becomes effective automatically upon filing) on or prior to the 456th day following the Original Closing Date (or, if such date is not a Business Day, on the next succeeding Business Day) (such 456th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(bB) The Company Issuer and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, Securities for a period of two years one year (or for such longer period if extended pursuant to Section 3(j4(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) thereto, are no longer restricted securities outstanding or cease to be Transfer Restricted Securities (as defined in Rule 144 under such period being the Securities Act, or any successor rule thereof“Shelf Registration Period”). The Company Issuer and the Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (x) required by applicable lawlaw or (y) permitted pursuant to Section 4(j) hereof.
(cC) Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuer and the Guarantors shall cause (i) the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder; (ii) the Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of any Shelf Registration Statement 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Consolidated Communications Holdings, Inc.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 220 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x") the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th 180th day after following the Issue Date or (y) in the occurrence case of the events specified in clause (ii), (iiii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective above and on or prior to the 60th 90th day after the date on which the Shelf Registration Statement is required to be filedfiled in the case of clauses (ii), (iii) and (iv) above; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) the Shelf Registration Statement and the any amendment thereto and any related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) the Shelf Registration Statement and any amendment thereto 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 not misleading and (iii) the prospectus related to the Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Shelf Registration. If, : (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company Issuer determines that it is not permitted to effect a Registered Exchange Offer, Offer as contemplated by Section 1 hereof, ; (ii) the for any other reason a Registered Exchange Offer is not consummated within 310 days of by the Issue 150th day after the respective Notice Date (or if the 310th such day is not a business day, the first business day thereafter) thereafter and as extended by any Delay Period (defined below)), (iii) an Initial the Purchaser so requests if it so determines that any Holder is not eligible to participate in any Registered Exchange Offer; (iv) the Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Certificates not eligible to be exchanged for Exchange Securities Certificates in a Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder that participates in a Registered Exchange Offer and held by it following consummation does not or will not receive freely transferable Exchange Certificates in exchange for tendered Certificates (including as a result of the Registered Holder being required under applicable law to deliver a prospectus in connection with any resale of Exchange Offer or Certificates) (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of clause (iii), (iv) or (v), the Purchaser may make the determination or request at any Holder (other than an Exchanging Dealer) that participates time after the date first written above and prior to the expiration of the Shelf Registration Period and shall communicate such determination or request to the Issuer in writing for the respective Registered Exchange Offer and, in connection therewith, if such notice is given prior to the consummation of the respective Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date Purchaser may request that the Issuer and the Class C Trustee cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trustee's obligations under Section 1, as well as any liabilities of the exchange and any Issuer under Section 3 related to Section 1, shall terminate with respect to such Holder Registered Exchange Offer); (vi) the Purchaser holds Private Exchange Certificates received in connection with a Registered Exchange Offer; or (vii) the Issuer so requestselects, the Company following provisions shall take the following actionsapply:
(a) The Company Issuer shall, at its costsubject to Section 5, as promptly as practicable file (but in no event more than 60 forty-five (45) days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its all reasonable best efforts to cause to be declared effective within one hundred twenty (unless it becomes effective automatically upon filing120) days after so required or requested pursuant to this Section 2 a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities 1933 Act relating to the offer and sale of the Transfer Restricted Securities Certificates (as defined in Section 6(d) hereofor Private Exchange Certificates or Exchange Certificates) by the Holders thereof of the Certificates (or Private Exchange Certificates or Exchange Certificates) from time to time in accordance with the methods of distribution set forth in the Annex D hereto and set forth in such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company Issuer shall use its all reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered usable by Holders or the Holders of the relevant SecuritiesPurchaser, as applicable, for a period of two (2) years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date first written above or such shorter period that will terminate when all the Securities Certificates covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer restricted securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof"Shelf Registration Period"). The Company Issuer shall be deemed not to have used its reasonable best efforts to keep cause the Shelf Registration Statement to become, or to remain, effective during the requisite period if it US Airways voluntarily takes any action that would result in any such Registration Statement not being declared effective or in the Holders of Securities covered thereby not being able to offer and sell such Securities during that period, period unless (i) such action is required by applicable law, or (ii) US Airways cannot obtain, after using its reasonable best efforts, financial information (or information used to prepare such information) necessary for the Shelf Registration Statement or any amendment or supplement thereto, or (iii) such action is taken by US Airways in good faith and for valid business reasons (not including avoidance of US Airways' obligations hereunder) to prevent the disclosure of any material fact(s) related directly or indirectly to US Airways. A Shelf Registration Statement filed with the Commission pursuant to this Section 2(b) shall not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that if, after it has been declared effective, the offering of Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, or Holders are not otherwise able to offer and sell Securities covered by such Shelf Registration Statement, such Shelf Registration Statement shall be deemed not to have been effective during the period of such interference or period of unavailability, until the offering of Securities pursuant to such Shelf Registration Statement may legally resume (and the two year period referred to above shall be extended by a number of days equal to such period).
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company Issuer shall cause the use its best efforts to ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder; (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Shelf Registration. If, If prior to the expiration of the Exchange Offer: (i) because the Company, the Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in interest payable by the Company on the Subordinated Debentures not being deductible by the Company for United States federal income tax purposes, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of after the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon the request of any Holder (Initial Purchaser with respect to any Registrable Securities held by it, if, in the reasonable opinion of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇ or other than an Exchanging Dealer) counsel experienced in such matters, such Initial Purchaser is not eligible permitted pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange without restriction under the Securities on Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof, the Company shall take "Shelf Registration Event Date"), then in addition to or in lieu of effecting the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested registration of the Exchange Securities pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities Administrative Trustees (as defined in Section 6(dthe Declaration) hereofon behalf of the Trust will (x) by promptly deliver to the Holders thereof from time to time in accordance with and the methods of distribution set forth Delaware Trustee (as defined in the Declaration) written notice thereof and (y) at the Company's sole expense: (a) as soon as practicable after such Shelf Registration Statement and Rule 415 under Event Date, and, in any event, within 30 days after such Shelf Registration Event Date (but shall not be required to do so earlier than 75 days after the Securities Act (hereinafter, the “Shelf Registration”Closing Time), it being agreed that in the case the Company is filing file a Shelf Registration Statement due to (x) providing for the occurrence sale by the Holders of all of the events specified in clause Registrable Securities, and (ib) of this Section 2, the Company shall use its reasonable their best efforts to have such Shelf Registration Statement declared effective on or prior to by the 270th day after the Issue Date or (y) the occurrence SEC as soon as practicable. No Holder of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such 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.
(b) Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall and the Trust agree to use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in order the case of a Shelf Registration Statement filed pursuant to permit Section 2(b)(i), (ii) or (iii) or (b) 180 days in the prospectus included therein case of a Shelf Registration Statement filed pursuant to be lawfully delivered by Section 2(b)(iv) (subject in each case to extension pursuant to the Holders last paragraph of the relevant SecuritiesSection 3 hereof), for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or cease to be outstanding (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof"Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders is declared effective, provide to each Holder a reasonable number of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission 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 misleadingSEC.
Appears in 1 contract
Shelf Registration. If, (i) If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 150 days following the original issue of the Registrable Securities or the Exchange Offer is not consummated within 310 180 days after the original issue of the Issue Date (or if the 310th day is not a business dayRegistrable Securities, the first business day thereafter) (iii) an upon the request of any of the Initial Purchaser so requests Purchasers with respect to the Securities held by such Initial Securities (or the Private Exchange Securities) Purchaser that are not eligible to be exchanged for Exchange Securities exchange in the Registered Exchange Offer and held by it following consummation of if the Registered Prospectus included in the Exchange Offer Registration Statement is not available for resales or (iv) any if a Holder (other than an Exchanging Dealer) is not eligible permitted to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder or does not receive freely fully tradeable Exchange Securities on pursuant to the date Exchange Offer and if the Prospectus included in the Exchange Offer Registration Statement is not available for resales (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being "fully tradeable"), then in case of each of clauses (i) through (iv) the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as :
(a) As promptly as practicable (but in no event more than 60 days after so required or requested pursuant practicable, use its reasonable best efforts to this Section 2) file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 150 days after becoming obligated as set forth in each of clauses (unless it becomes effective automatically upon filingi) through (iv) above, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period if it voluntarily takes any action "Effectiveness Period"); provided, however, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall be extended to offer the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 240 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect notifies the Company prior to the 20th day following the consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by such Initial Purchaser are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following such consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company prior to the 20th day following the consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, Securities for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under of the Securities Act, or any successor rule thereofthereof (“Rule 144”). The Company shall be deemed not ) (such period being referred to have used its reasonable best efforts to keep herein as the “Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable lawPeriod”).
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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 thereintherein (in the case of the prospectus, in the light of the circumstances under which they were made, ) not misleading.
Appears in 1 contract
Shelf Registration. If, In the event that (i) because the Corporation, the Trust or the Majority Holders reasonably deter- mine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofSEC, (ii) the Registered Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimus amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 310 180 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon the request of any Holder (other than an Exchanging Dealer) Initial Pur- chaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not eligible permitted, in the opinion of ▇▇▇▇▇▇▇, Spidi, Sloane & ▇▇▇▇▇, P.C., pursuant to applicable law or applica- ble interpretations of the staff of the SEC, to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) and thereby receive securities that participates in the Registered Exchange Offer, such Holder does not receive are freely tradeable Exchange without restriction under the Securities on Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of the exchange and any such Holder so requestsoccurrence thereof, the Company shall take "Shelf Registration Event Date"), then in addition to or in lieu of conducting the following actions:
(a) The Company shall, at its costExchange Offer contemplated by Section 2(a), as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission case may be, the Corporation and thereafter the Trust shall use its their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “filed as promptly as practicable after such Shelf Registration Statement” Event Date, as the case may be, and, together with in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Exchange Offer Registration StatementClosing Time), a “Shelf Registration Statement”) on an appropriate form under Statement providing for the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time of all of the Registrable Securities (except in accordance with the methods case of distribution set forth clause (iv) above in which case the Shelf Registration Statement need cover only the Registrable Securities held by the Initial Purchasers) and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 270th day Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Issue Date or (y) Corporation and the occurrence of Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the events specified SEC to be included in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is required being effected agrees to be filed; provided, however, that no furnish to the Corporation and the Trust all information with respect to such Holder (other than an Initial Purchaser) shall be entitled necessary to have make the Securities held by it covered information previously furnished to the Corporation by such Shelf Registration Statement unless such Holder agrees in writing not materially mislead- ing. The Corporation and the Trust agree to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in order the case of a Shelf Registration Statement filed pursuant to permit Section 2(b)(i), (ii) or (iii) or (b) 180 days in the prospectus included therein case of a Shelf Registration Statement filed pursuant to be lawfully delivered by Section 2(b)(iv) (subject in each case to extension pursuant to the Holders last paragraph of the relevant SecuritiesSection 3 hereof), for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding (the requisite period if it voluntarily takes "Effectiveness Period"). The Corporation and the Trust shall not permit any action that would result securities other than Registrable Securities to be included in Holders the Shelf Registration. The Corporation and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action copies of the Prospectus which is required by applicable law.
(c) Notwithstanding any other provisions a part of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and notify each such Holder when the related prospectus Shelf Registration has become effective. The Corporation and any amendment the Trust further agree, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission 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 misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Patriot Capital Trust I)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more later than the latter of (i) 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue Date and (ii) 30 days after so otherwise required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a one registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period until the earlier to occur of (i) the time when the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144 and (ii) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (ia) have been sold pursuant thereto or (iib) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 180 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) Dealer is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more later than the later of (i) 120 days after (or if the 120th day is not a business day, the first business day thereafter) the Issue Date and (ii) 60 days after so otherwise required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a one registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period until the earlier to occur of (i) the time when the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144 and (ii) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (ia) have been sold pursuant thereto or (iib) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Environmental Procedures Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 220 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder ▇▇▇▇▇▇ agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness (or until one year from the effective date of the Shelf Registration Statement if the Shelf Registration Statement is filed at the request of any Initial Purchaser) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Delco Remy International Inc)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not required to file the Exchange Offer Registration Statement or permitted to or does not otherwise effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Transfer Restricted Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 310 30 days of after the Issue Date (Effectiveness Deadline, or if the 310th day is not a business day, the first business day thereafter) (iii) any Holder notifies the Company prior to the 20th day following consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; (C) it is an Initial Purchaser so requests with respect to the and that such Initial Securities (or the Private Exchange Securities) are not eligible to be exchanged for Exchange Securities; or (D) it is a broker-dealer and owns Initial Securities acquired directly from the Company or an affiliate of the Company (the date on which any of the conditions described in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or foregoing clauses (ivi) any Holder through (other than an Exchanging Dealeriii) is not eligible to participate in the Registered Exchange Offer oroccur, including in the case of any Holder clause (other than an Exchanging Dealeriii) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date receipt of the exchange and any such Holder so requestsrequired notice, the Company shall take the following actions:being a "TRIGGER DATE"):
(a) The Company shall, at its cost, shall as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective no later than 135 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 135th day being an "EFFECTIVENESS DEADLINE") a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”"SHELF REGISTRATION"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in distributed to the public pursuant to Rule 144 under the Securities Act or are saleable pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable lawlaw or (ii) such action is taken by the Company in good faith and for valid business reasons, including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) (other than with respect to information included therein in reliance upon or in conformity with information furnished to the Company by or on behalf of any Holder specifically for use therein unless such Holder shall have informed the Company in writing of any misstatement or omission relating to such information) 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.
(d) Notwithstanding anything to the contrary in this Agreement, if at any time or from time to time after the effective date of a Shelf Registration Statement filed pursuant to this Section 2, the Company advises each Initial Purchaser and each Holder of Securities to be sold pursuant to the Shelf Registration Statement and, if requested by any such person, confirms such advisory in writing, of the existence of a Potential Material Event (as defined below), the Holders shall not offer to sell any Securities pursuant to the prospectus contained in such Shelf Registration Statement from the time of the giving of notice with respect to a Potential Material Event until the Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, but in no event for a period of more than 60 days (a "SUSPENSION PERIOD"); provided, however, that in each such case the applicable period of effectiveness of the Shelf Registration Statement provided for in this Section 2 shall be extended by the number of days of the applicable Suspension Period pursuant to the foregoing and Additional Interest (as defined below) shall not apply during the Suspension Period to the extent that such Additional Interests is due solely as a result of the imposition of the Suspension Period. Notwithstanding anything to the contrary, the Company may not declare Suspension Periods more than two (2) times in any calendar year.
Appears in 1 contract
Sources: Registration Rights Agreement (Panamsat Corp /New/)
Shelf Registration. If, (i) because of In the event that (A) due to any change in law applicable law, SEC rules, regulations, policy or in applicable interpretations thereof by the staff of the CommissionSEC, the Company is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2(a) hereof, (iiB) the Registered Exchange Offer is not consummated within 310 211 days of after the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (ivC) any Holder of Transfer Restricted Securities notifies the Company within 20 Business Days after the commencement of the Exchange Offer that (other than an Exchanging Dealer1) due to a change in applicable law or SEC policy or interpretations of the staff of the SEC it is not eligible entitled to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (2) due to a change in applicable law or SEC policy or interpretations of the staff of the SEC it may not resell the Exchange Securities to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable Exchange or (3) it is an Initial Purchaser and a broker-dealer and owns Transfer Restricted Securities on acquired directly from the date Company or an affiliate of the exchange and Company (any such Holder so requestsof the events specified in (A)-(C) being a "Shelf Registration Event"), then the Company shall take the following actions:
(a) The Company Issuers shall, at its their own cost, as promptly as practicable (but in no event more than use their reasonable best efforts to file prior to 60 days after so required or requested pursuant to this Section 2) file with the Commission such filing obligation arises, and thereafter shall use its their reasonable best efforts to cause the Shelf Registration Statement to be declared effective (unless it becomes effective automatically upon filing) a registration statement (by the “SEC on or prior to 120 days from the filing of such Shelf Registration Statement” and; provided, together with however, that if the Exchange Offer Registration Statementis not consummated within 211 days of the Issue Date, a “Registration Statement”) then the Issuers will use their reasonable best efforts to file with the SEC on an appropriate form under the Securities Act relating or prior to the offer and 271st day after the Issue Date a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement Notes, and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its their reasonable best efforts to have such Shelf Registration Statement declared effective on or prior by the SEC no later than 120 days after such Shelf Registration Statement was first filed with the SEC. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the 270th Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make any information previously furnished to the Company by such Holder not materially misleading. Notwithstanding the foregoing, the Issuers may delay filing a Shelf Registration Statement, and any amendment thereto, and may withhold efforts to cause a Shelf Registration Statement, and any amendment thereto, to become effective for a period of up to 45 days in any 90-day after period (each such period, a "Suspension Period"), if (x) an event occurs and is continuing as a result of which such Shelf Registration Statement would, in the Issue Date Company's reasonable judgment, contain any statement untrue in a material respect or which causes such Shelf Registration Statement to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (y) the occurrence Company reasonably determines that the disclosure of such event at such time would have a Material Adverse Effect (as defined in the events specified in clause (ii), (iiiPurchase Agreement) or (iv) of this Section 2, on the Company and its subsidiaries, taken as a whole; provided that the Suspension Periods shall use its reasonable best efforts to have not exceed an aggregate of 90 days in any 365-day period and the Effectiveness Period in respect of such Shelf Registration Statement declared effective on or prior to shall be extended by the 60th day after the date on which the Shelf Registration Statement is required to be filedaggregate number of days in all Suspension Periods; provided, however, further that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by Issuers may not exercise such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions right of delay or withholding of efforts for purposes of avoiding their obligations under this Agreement applicable to such HolderAgreement.
(bii) The Company shall Issuers agree to use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein to be lawfully delivered by the Holders second anniversary of the relevant Securities, for a period effective date of two years the Shelf Registration Statement (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3 hereof) below) from the Issue Date (or such shorter period that will terminate when all of the Transfer Restricted Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding or otherwise cease to be Transfer Restricted Securities) (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof"Effectiveness Period"). The Company shall be deemed not further agrees, if necessary, to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of the Commission and Transfer Restricted Securities copies of any such supplement or amendment (ii) not or, with respect 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 documents incorporated by reference, to make available) promptly after its being used or filed with the statements therein, in light of the circumstances under which they were made, not misleadingSEC.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the for any other reason a Registered Exchange Offer is not consummated within 310 910 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to shall notify the Company following consummation of the applicable Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the such Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 30 days after the consummation of the applicable Registered Exchange Offer that it is not eligible to participate prohibited by law or Commission policy from participating in the such Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the such Registered Exchange Offer, such Holder does may not receive freely tradeable resell the Exchange Securities on acquired by it in such Registered Exchange Offer to the date of public without delivering a prospectus and so notifies the exchange and any Company within 30 days after such Holder so requestsfirst becomes aware of such restrictions, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the Securities Act a registration statement (the “Shelf Registration Statement” and, together with the applicable Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) of each series by the Holders thereof from time to time in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that ;
(b) (A) in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence cause of the events specified in clause (i) of this Section 2above, the Company shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day to, no later than 870 days after the Issue Date (or if the 870th day is not a business day, the first business day thereafter) (y) such 870th day, or the occurrence first business day thereafter, as the case may be, being an “Effectiveness Deadline”), cause to be declared effective under the Securities Act the Shelf Registration Statement on an appropriate form under the Securities Act relating to the offer and sale of the events specified Transfer Restricted Securities of each series by the Holders thereof from time to time in clause accordance with the methods of distribution set forth in the applicable Shelf Registration Statement and the Shelf Registration and (B) in the case of clauses (ii), (iii) or and (iv) of this Section 2above, the Company shall use its commercially reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 60th 90th day (or if the 90th day is not a business day, the first business day thereafter) after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(bc) The Company shall use its commercially reasonable best efforts to keep the each Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the each Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable lawlaw or is taken pursuant to Section 3(j) hereof.
(cd) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the each Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the such Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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. Notwithstanding any other provisions of this Agreement to the contrary, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days with no more than three such delays in filing or delays or suspension of effectiveness during any calendar year (each, a “Shelf Suspension Period”), if the Company determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, hereof or (ii) any Holder of Transfer Restricted Securities notifies the Registered Exchange Offer is not consummated within 310 days of Company prior to the Issue Date (or if the 310th day is not a business day, the first 20th business day thereafter) (iii) an Initial Purchaser so requests with respect to following the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that (A) it is prohibited by law or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in policy of the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates Commission from participating in the Registered Exchange Offer, such Holder does (B) it may not receive freely tradeable resell the Exchange Securities on acquired by it in the date Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resale or (C) that is a broker-dealer and owns the Initial Securities acquired directly from the Company or an affiliate of the exchange and any such Holder so requestsCompany, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (ii) occur, including in the case of clause (ii) the receipt of the required notice, a “Trigger Date”):
(a) The Company shall, at its cost, as shall promptly as practicable (but in no event more than 60 120 days after so required or requested pursuant to this Section 2the Trigger Date (such 120th day being a “Filing Deadline”)) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable and in any event no later than 150 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 150th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Initial Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securitiessecurities covered thereby, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable lawlaw or otherwise permitted hereunder.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) other than with respect to information included therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the “Holders’ Information”), 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 thereintherein (in the case of the prospectus, in light of the circumstances under which they were made, ) not misleading.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the 280th day after the Issue Date (or if the 310th 280th day is not a business day, the first business day thereafter) ), (iii) an any Initial Purchaser so requests within 10 business days following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10 business days following consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer oror such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or such Holder is a broker-dealer and holds Initial Securities that are part of an unsold allotment from the original sale of the Initial Securities, the Company and the Guarantors shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of any Holder clause (other than an Exchanging Dealeriii) that participates in or (iv) the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date receipt of the exchange and any such Holder so requestsrequired notice, the Company shall take the following actions:being a “Trigger Date”):
(a) The Company and the Guarantors shall, at its their cost, as promptly as practicable (promptly, but in no event more than 60 180 days after so required the Trigger Date (or requested pursuant to this Section 2if the 180th day is not a business day, the first business day thereafter) (such 180th day being a “Shelf Registration Statement Filing Deadline”, together with the Exchange Offer Filing Deadline, each, a “Filing Deadline”), file with the Commission and thereafter shall (i) in the case of Section 2(i) above, use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 280th calendar day following the Issue Date and (ii) in the case of Section 2(ii) through 2(iv) above, use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 60th day after the Shelf Registration Statement Filing Deadline (each of such days being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; provided further that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement.
(b) The Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date effective date of the Shelf Registration Statement or such shorter period that will terminate (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) on the earliest date that is no less than two years after the Issue Date and on which all the Securities covered by the Shelf Registration Statement (except for Securities held by an affiliate of the Company) are no longer restricted securities (as defined in Rule 144 subject to any restrictions on transfer under the Securities Act, or any successor rule thereofAct including those pursuant to Rule 144 (the “Shelf Registration Period”). The Except as provided elsewhere in this Agreement, the Company and the Guarantors shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Ply Gem Holdings Inc)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Initial Purchaser so requests within 90 days following consummation of the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iviii) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable Exchange Securities on the date of the exchange and any such Holder so requestsrequests and the prospectus contained in the Exchange Offer Registration Statement is not available for resales by such Holder, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clause (iii) the receipt of the required notice, being a “Trigger Date”):
(a) a. The Company shall, at its cost, as promptly as practicable shall (but in no event more than 60 75 days after so required or requested pursuant to this Section 2the Trigger Date (such 75th day being a “Shelf Filing Deadline”)) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 150th day after the Trigger Date (unless it becomes effective automatically upon filingsuch 150th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) . The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in subject to restrictions on resale pursuant to Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided, however, if such Shelf Registration Statement fails to remain effective solely because of the making, by the Company or any of its subsidiaries, of a material acquisition that requires financial statements to be filed with the Commission, the Company shall be deemed to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period so long as the period of time such Shelf Registration Statement is not effective does not exceed sixty (60) days.
(c) b. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) any Senior Discount Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Senior Discount Exchange Notes within 310 180 days of after the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (Senior Discount Notes or the Private Senior Discount Exchange Securities) Notes not eligible to be exchanged for Senior Discount Exchange Securities Notes in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any applicable law or interpretations do not permit any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orOffer, in the case of or (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable transferable Senior Discount Exchange Securities on Notes in exchange for Senior Discount Notes (other than due solely to the date status of a Holder (other than an Initial Purchaser) as an affiliate of the exchange Company within the meaning of the Securities Act, and other than any state securities law restrictions which, individually or in the aggregate, do not materially adversely affect the ability of any such Holder so requeststo resell the securities held by such Holder), or (vi) the Company shall take so elects, then the following actionsprovisions shall apply:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) file a shelf registration statement (the “a "Shelf Registration Statement” " and, together with the any Exchange Offer Registration Statement, a “"Registration Statement”") prior to the later of (a) 60 days after the Issue Date or (b) 30 days after the obligation to file the Shelf Registration Statement arises. The Company shall thereafter use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective on an appropriate form under the Securities Act Act, relating to the offer and sale of the Transfer Restricted Securities Senior Discount Notes (as defined in Section 6(d) hereofbelow) by the Holders holders thereof from time to time time, in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or Statement, prior to the 270th day later of (a) 150 days after the Issue Date or (yb) 120 days after the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts obligation to have file such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.arises. 6
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Senior Discount Notes for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities Transfer Restricted Senior Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) are no longer restricted securities (as defined in the date on which the Senior Discount Notes become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereofsuch period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities Transfer Restricted Senior Discount Notes covered thereby not being able to offer and sell such Securities Transfer Restricted Senior Discount Notes during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company within 60 days thereafter complies with the requirements of Section 4(j) hereof. Any such period during which the Company fails to keep the registration statement effective and usable for offers and sales of Senior Discount Notes and Senior Discount Exchange Notes is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice to the Holders to the effect that, in the reasonable judgment of the Company, the use of the Shelf Registration Statement would materially interfere with a valid business purpose of the Company and that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Senior Discount Notes and Senior Discount Exchange Notes and shall end on the date when each Holder of Senior Discount Notes and Senior Discount Exchange Notes covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two year time period referenced above shall be extended by the number of days included in each such Suspension Period; provided, however, that the aggregate number of days of any Suspension Periods shall not exceed 60 days in any calendar year.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (iformation")) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an 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 they were made, not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Trans Resources Inc)
Shelf Registration. IfTo the extent not prohibited by any law or ------------------ applicable SEC policy, in the event that (i) the Issuers are not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Exchange Offer is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereofapplicable law or SEC policy, (ii) the Registered Exchange Offer is not for any other reason consummated within 310 150 days of after the Issue Date (or if the 310th day is not a business dayClosing Time, the first business day thereafter) (iii) an Initial Purchaser so requests with respect any holder of Securities notifies the Company within 30 days after the commencement of the Exchange Offer that (a) due to a change in law or SEC policy it is not entitled to participate in the Exchange Offer, (b) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the Initial Securities (or public without delivering a prospectus and the Private Exchange Securities) not eligible to be exchanged for Exchange Securities prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (c) it is a broker-dealer and held by it following consummation owns Securities acquired directly from the Issuers or an affiliate of the Registered Exchange Offer Issuers or (iv) any Holder (other than an Exchanging Dealer) is the holders of a majority in aggregate principal amount at maturity of the Securities may not eligible to participate resell the Exchange Securities acquired by them in the Registered Exchange Offer orto the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, in then the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions:
(a) The Company Issuers shall, at its their cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (but in no event more than A) 60 days after so required the Closing Time or requested pursuant to this Section 2(B) file with 30 days after such filing obligation arises (provided, however, that if the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with -------- ------- Issuers have not consummated the Exchange Offer Registration Statementwithin 150 days after the Closing Time, a “Registration Statement”) on an appropriate form under then the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in Issuers shall file the Shelf Registration Statement and Rule 415 under with the Securities Act (hereinafterSEC on or prior to the 180th day after the Closing Time, unless the “Shelf Registration”), it being agreed that in Issuers have consummated the case Exchange Offer prior to the Company is filing 180th day after the Closing Time whereby the Issuers obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such -------- cancellation shall not relieve the Issuers of any obligation to pay Additional Interest, if Additional Interest is otherwise due to (x) and payable), a Shelf Registration Statement providing for the occurrence sale by the Holders of all of the events specified in clause (i) of this Section 2Registrable Securities affected thereby, the Company and shall use its their commercially reasonable best efforts to have cause such Shelf Registration Statement declared effective by the SEC as soon as practicable and, in any event, on or prior to the 270th day 60 days after the Issue Date or (y) obligation to file the occurrence Shelf Registration Statement arises. No Holder of the events specified Registrable Securities may include any of its Registrable Securities in clause (ii), (iii) or (iv) of any Shelf Registration pursuant to this Section 2, Agreement unless and until such Holder furnishes to the Company shall use its reasonable best efforts in writing, within 10 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to have information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is required being effected agrees to be filed; provided, however, that no furnish to the Company all information with respect to such Holder (other than an Initial Purchaser) shall be entitled necessary to have make any information previously furnished to the Securities held by it covered Company by such Shelf Registration Statement unless such Holder agrees in writing not materially misleading. The Issuers agree to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securitieseffective, supplemented and amended for a period of two years (or such shorter period provided for such longer period if extended pursuant in any amendment to Section 3(jRule 144(k) belowunder the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) from the Issue Date Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer restricted securities (as defined in Rule 144 under the "Effective ness Period"), provided, however, --------------------- -------- ------- that with respect to the Private Exchange Securities Act, or any successor rule thereof). The Company the Issuers shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes of 60 days. The Issuers shall not permit any action that would result securities other than Registrable Securities to be included in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment Registra tion. The Issuers further agree, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuers agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, the Issuers shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities, if the aggregate principal amount of such Private Exchange Securities does 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 misleadingexceed $5,000,000.
Appears in 1 contract
Shelf Registration. If, (i) If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company determines after consultation with its outside counsel that it is not permitted to effect a Registered the Exchange Offer, Offer as contemplated by Section 1 2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Date or (B) the Exchange Offer is not consummated within 310 210 days of after the Issue Date (or if the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an upon the request of any of the Initial Purchaser so requests Purchasers holding Private Exchange Securities with respect to the Initial Registrable Securities (or the Private Exchange Securities) that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of or if the Registered Initial Purchasers do not receive freely tradable Exchange Securities in the Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case upon notice of any Holder (other than an Exchanging DealerInitial Purchaser) given to the Company in writing within 30 days after the commencement of the Exchange Offer that participates (A) due to a change in law or SEC policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder does not receive freely tradeable Exchange or (C) it is a broker dealer and owns Registrable Securities on acquired directly from the date Company or an affiliate of the exchange and any such Holder so requestsCompany, then in case of each of clauses (i) through (iv) the Company shall take the following actions:
(a) The Company shall, at its cost, as :
(a) As promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) practicable, file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the original issue of the Registrable Securities, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if it voluntarily takes any action that would result in Holders necessary to permit dealers to comply with the applicable prospectus delivery requirements of Securities covered thereby not being able to offer Rule 174 under the 1933 Act and sell such Securities during that period, unless such action is required by applicable lawas otherwise provided herein.
(c) Notwithstanding any other provisions of this Agreement hereof, use its reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Grupo Televisa, S.A.B.)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of by the Issue Date (or if 220th day after the 310th day is not a business dayClosing Date, the first business day thereafter) (iii) an the Initial Purchaser so requests in writing, within 20 days after the consummation of the Registered Exchange Offer, with respect to the Initial Securities Notes (or the Private Exchange SecuritiesNotes) not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable registered Exchange Securities Notes on the date of the exchange and any such Holder so requestsrequests in writing, within 20 days after the consummation of the Registered Exchange Offer, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "Trigger Date"):
(a) The Company shall, at its cost, as shall promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2the Trigger Date (such 60th day being a "Filing Deadline")) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective no later than 180 days after the Trigger Date (unless it becomes effective automatically upon filingsuch 180th day being an "Effectiveness Deadline") a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, however that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its best reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant SecuritiesNotes, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities Notes covered thereby not being able to offer and sell such Securities Notes during that period, unless (i) such action is required by applicable lawlaw or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered file ------------------ the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereofapplicable law or SEC policy, (ii) the Registered Exchange Offer is not for any other reason consummated by the Target Consummation Date, (iii) any holder of Notes notifies the Company within a specified time period that (a) due to a change in law or policy, in the opinion of counsel, it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy, in the opinion of counsel, it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (x) the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder and (y) such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders, or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company, (iv) the holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (v) the Exchange Offer shall not have been consummated within 310 210 days of after the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsof (i)-(v), the Company shall take "Shelf Registration Event Date"), then the following actions:
(a) The Company shall, at its ----------------------------- cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) filed a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating Statement prior to the offer later of (A) 60 days after the Shelf Registration Event Date and sale of (B) 270 days after the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time Issue Date and use its best efforts to time in accordance with the methods of distribution set forth in cause the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement be declared effective by the SEC on or prior to the 270th day 150 days after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, such obligation arises. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company shall all information with respect to such Holder necessary to make any information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date (subject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Securities Transfer Restricted Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto thereto, cease to be outstanding or (iiare eligible for resale pursuant to the provisions of Rule 144(k) are no longer restricted securities (as defined in Rule 144 under the Securities Act) (the "Effectiveness ------------- Period"); provided, or any successor rule thereof)however, that the Effectiveness Period in respect of the ------ -------- ------- Shelf Registration 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. The Company shall not permit any securities other than Transfer Restricted Notes to be deemed not to have used its reasonable best efforts to keep included in the Shelf Registration Statement effective during the requisite period Registration. The Company further agrees, if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able necessary, to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the Commission 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 misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (California Steel Industries Inc)
Shelf Registration. If, (i) because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company is Co-Issuers are not permitted to effect a Registered file the Exchange Offer, Offer Registration Statement or to consummate the Exchange Offer as contemplated by Section 1 2.1 hereof, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective on or prior to the 90th day (150th day if the Exchange Offer Registration Statement is subjected to a review by the SEC staff after the Closing Date, or the Exchange Offer is not consummated within 310 days of on or prior to the Issue Date 120th day (or 180th day if the 310th day Exchange Offer Registration Statement is not subjected to a business dayreview by the SEC staff after the Closing Date unless the Exchange Offer is subsequently consummated), the first business day thereafter) (iii) an Initial Purchaser so requests with respect to upon the reasonable request of any of the Initial Purchasers that holds Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) of Securities is not eligible permitted to participate in the Registered Exchange Offer or, in or does not receive fully tradeable Exchange Securities pursuant to the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date then, in case of the exchange and any such Holder so requestseach of clauses (i) through (iv) (each event described in clauses (i) through (iv), a “Shelf Triggering Event”), the Company shall take Co-Issuers and the following actionsGuarantors shall, at their cost:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission SEC, and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) under the 1933 Act, no later than the 150th day after the occurrence of a registration statement (the “Shelf Triggering Event, a Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that set forth in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement.
(b) The Company shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (one year from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective or cease to be outstanding or otherwise to be Registrable Securities (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Co-Issuers and the Guarantors may delay the filing of the Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 90 consecutive days nor more than three (3) times during any twelve-month period (each, a “Shelf Suspension Period”), if (x) the requisite period if Company’s board of directors determines reasonably and in good faith that because of valid business reasons (not including avoidance of the Co-Issuers’ and the Guarantors’ obligations hereunder), including without limitation proposed or pending corporate developments and similar events or because of filings with the SEC, it voluntarily takes any action that would result is in the best interests of the Co-Issuers or the Guarantors to delay such filing or suspend such effectiveness and (y) the Co-Issuers provide prior written notice of such suspension to the Holders (which notice shall not be required to specify the nature of Securities covered thereby not being able the event giving rise to offer and sell such Securities during that period, unless such action is required by applicable lawthe suspension).
(c) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use their commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Co-Issuers and the Guarantors shall not permit any securities other than Registrable Securities (and any Additional Notes issued under (and as defined in) the Indenture) to be included in the Shelf Registration Statement. The Co-Issuers and the Guarantors further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Navios Maritime Holdings Inc.)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the Commission’s staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 310 180 days of after the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an any Securities tendered pursuant to the Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the Registered Exchange Offer; or (iv) the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (ivv) any applicable law or interpretations do not permit any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orOffer, in the case of or (vi) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable transferable Exchange Securities on the date of the in exchange and any such Holder so requestsfor tendered Securities, the Company shall take then the following actionsprovisions shall apply:
(a) The Company shall, at shall (i) use its cost, reasonable best efforts to file as promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2) file with the Commission (the “Shelf Filing Date”), and (ii) thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a “Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement” and, the together with any Exchange Offer Registration Statement, a “Shelf RegistrationRegistration Statement”). If, it being agreed after the Company has filed an Exchange Offer Registration Statement that in satisfies the case requirements of Section 1 above, the Company is filing required to file and make effective a Shelf Registration Statement due to (x) solely because the occurrence of the events specified in Registered Exchange Offer is not permitted for reasons set forth under clause (i) above, then the filing of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Exchange Offer Registration Statement declared effective on or prior shall be deemed to satisfy the 270th day after the Issue Date or requirements of clause (ya)(i) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holderimmediately preceding sentence.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Securities for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) are no longer restricted securities (as defined in the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereofsuch period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Company voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is permitted hereunder or the Company reasonably believes such action is required by applicable law. An Exchange Offer Registration Statement pursuant to Section 1 hereof or a Shelf Registration Statement pursuant to Section 2 hereof shall not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other applicable governmental agency or court, such Registration Statement shall be deemed not have been effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.
(c) Notwithstanding any other the provisions of this Agreement Section 2(b), but subject to the contrarySection 3(b), the Company shall cause may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate or business transaction and may issue any notice suspending the related prospectus and any amendment or supplement thereto, as of the effective date use of the Shelf Registration StatementStatement that the Company reasonably believes is required under applicable securities laws to be issued.
(d) Notwithstanding any other provisions hereof, amendment or supplement, the Company will use its reasonable best efforts to ensure that (i) to comply any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, 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 “Holders’ Information”)) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an 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 they were made, not misleading.
(e) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Carpenter Technology Corp)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the Commission or its staff of the Commission, the Company is and BAC are not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) any Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 310 180 days of after the Issue Date (Date, or if the 310th day is not a business day, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any Holder (other than an Exchanging Dealer) is applicable law or interpretations do not eligible permit one or more Holders to participate in the Registered Exchange Offer orOffer, in the case of or (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer does not receive freely tradeable transferable Exchange Securities on the date of the in exchange and any such Holder so requestsfor 5 6 tendered Securities, or (vi) the Company shall take and BAC so elect, then the following actionsprovisions shall apply:
(a) The Company shalland BAC, at its costseverally but not jointly, shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 60 30 days after so required or requested pursuant to this Section 2) file with the Commission Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereofbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf such registration statement (hereafter, a "SHELF REGISTRATION STATEMENT" and, together with any Exchange Offer Registration Statement and Rule 415 under the Securities Act (hereinafterStatement, the “Shelf Registration”a "REGISTRATION STATEMENT"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company and BAC, severally but not jointly shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Securities for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) are no longer restricted securities (as defined in the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereofsuch period being called the "SHELF REGISTRATION PERIOD"). The Company or BAC, as applicable, shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company and BAC (provided that BAC's obligations under this paragraph shall cause be limited solely to information furnished by BAC expressly for inclusion in the Shelf Registration Statement and the related prospectus any amendment thereto) shall ensure that (i) any Shelf Registration Statement and any amendment or thereto and any prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company or BAC by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not to contain any an 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.the
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Bell Atlantic Corp)
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or Offer, (iviii) any Holder (other than an Exchanging Dealer) of Transfer Restricted Securities (as defined in Section 6 hereof) notifies the Company in writing prior to consummation of the Exchange Offer that, based upon an opinion of counsel, it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, or (iv) the Registered Exchange Offer is not consummated within 220 days of the Issue Date, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action (other than an action permitted by Section 6(b)) that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 240 days of the Issue Date (or if the 310th day is not a business dayDate, the first business day thereafter) (iii) an any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requestsexchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 60th day after the date so required or requested pursuant to this Section 2 a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission 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.
Appears in 1 contract
Shelf Registration. If, If (i) because of any change in law or in the applicable interpretations thereof by the Commission's staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer, Offer as contemplated by Section 1 hereof, or (ii) any Securities validly tendered pursuant to the Registered Exchange Offer are not exchanged for Exchange Securities on or prior to 180 days after the Issue Date, or (iii) any Purchaser so requests on or prior to the 20th business day following the date on which the Registered Exchange Offer is not consummated within 310 days of the Issue Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any law or the applicable interpretations thereof by the Commission's staff do not permit any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer orOffer, in the case of or (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder Offer and does not receive freely tradeable transferable Exchange Securities in exchange for tendered Securities so requests with respect to such Securities on or prior to the 20th business day following the date of on which the exchange and any such Holder so requestsRegistered Exchange Offer is consummated, or (vi) the Company shall take so elects, then the following actionsprovisions shall apply:
(a) The Company shall, at its cost, and the Guarantors shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 60 45 days after so required or requested pursuant to this Section 2) file with the Commission Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof3(a)) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, provided that no Holder (other than an Initial each Purchaser) shall be entitled to have the any Securities held by it such Holder covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Securities, Transfer Restricted Securities for a period ending on the earlier of (i) two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) are no longer restricted securities (as defined in the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities ActAct (in any such case, or any successor rule thereofsuch period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it any of them voluntarily takes take any action that would result results in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by law or the applicable law.
interpretations thereof by the Commission's staff or (cii) Notwithstanding any other provisions of this Agreement to the contrary, such action is taken by the Company shall cause and the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Company and the Guarantors on or prior to 60 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Company and Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date the Company and the related prospectus and any amendment or supplement thereto, as of the effective date of Guarantors give notice that the Shelf Registration Statement, amendment Statement is no longer effective or supplement, (i) to comply in all material respects with the applicable requirements prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such Shelf Registration Statement either receives copies of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact supplemented or omit to state a material fact required to be stated therein amended prospectus or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.other document
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Maxxim Medical Inc/Tx)
Shelf Registration. If, If (i) the Issuer and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline (unless an Exchange Offer Registration Statement has been filed within 310 270 days of the Issue Closing Date (and has not yet been declared effective by the Commission, other than as a result of the fault of any Issuer or if the 310th day is not Guarantor, and as a business dayresult of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the first business day thereafter) Issuer and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to consummation of the Exchange Offer); or (iii) an Initial Purchaser so requests with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Initial Securities Issuer or Guarantors (A) such Holder is prohibited by applicable law or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities Commission policy from participating in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) such Holder does may not receive freely tradeable resell the Exchange Securities on acquired by it in the date of Exchange Offer to the exchange public without delivering a prospectus and any such Holder so requests, that the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but Prospectus contained in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration StatementStatement is not appropriate or available for such resales by such Holder, or (C) such Holder is a “Registration Statement”Broker-Dealer and holds Initial Securities acquired directly from the Issuer or one of its Affiliates, then, upon such Holder’s written request within six months of the first to occur of the Exchange Date or the Exchange Deadline, the Issuer and the Guarantors shall (1) on an appropriate form under the Securities Act relating to the offer if permitted by law and sale of Commission policy, cause the Transfer Restricted Securities (as defined of such Holder to be reissued in Section 6(d) hereof) by a form that does not bear any restrictive legends relating to the Holders thereof from time Securities Act and does not have a restrictive CUSIP number so that such Transfer Restricted Securities may be sold to time the public in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, Act by a person that is not an Affiliate of the Issuer or any successor rule thereof). The Company shall be deemed of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Issuer cannot to have used its reasonable best efforts to keep or does not comply with the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Issuer of such notice of such Holder and (II) the first to occur of the contrary, the Company shall cause the Shelf Registration Statement Exchange Date and the related prospectus and any amendment or supplement theretoExchange Deadline (such later date being a “Shelf Filing Deadline”), as of then the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act Issuer and the rules and regulations of the Commission 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.Guarantors shall:
Appears in 1 contract
Sources: Registration Rights Agreement (Memorial Resource Development Corp.)
Shelf Registration. If, If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered ------------------ file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereof, applicable law or SEC policy; (ii) for any other reason, the Registered Exchange Offer is not consummated (as defined in Section 2(a)) within 310 180 days of after the Original Issue Date (or if the 310th day is not a business day, the first business day thereafter) Date; (iii) an Initial Purchaser so requests with respect any Holder of Notes notifies the Company prior to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following consummation of the Registered Exchange Offer that (a) due to a change in law or SEC policy such Holder is not entitled to participate in the Exchange Offer, (b) due to a change in law or SEC policy such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (c) such Holder is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company; or (iv) any Holder (other than an Exchanging Dealer) is the Holders of a majority in aggregate principal amount of the Notes are not eligible to participate in the Registered Exchange Offer or, in and to receive Exchange Notes that they may resell to the case of any Holder (other than an Exchanging Dealer) that participates in public without restriction under the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange 1933 Act and any such Holder so requestswithout restriction under applicable blue sky or state securities laws, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable :
(but in no event more than 60 days after so required or requested pursuant A) use its best efforts to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts SEC, on or prior to cause to be declared effective the 90th day following the occurrence of any event specified in clauses (unless it becomes effective automatically upon filingi) through (iv) above, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Transfer Restricted Notes and set forth in such Shelf Registration Statement, and use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act within 150 days after such filing obligation arises, provided that if the obligation to file the Shelf Registration Statement and Rule 415 under arises because the Securities Act (hereinafterExchange Offer has not been consummated within 180 days after the Original Issue Date, the “Shelf Registration”), it being agreed that in the case then the Company is filing a will use its best efforts to file the Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th 30th day after such filing obligation arises, provided further that, with respect to Exchange Notes received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, the Issue Date Company may, if permitted by current interpretations by the SEC's staff, file a post- effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (A) solely with respect to broker-dealers who acquired their Notes as a result of market making or (y) other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the occurrence of provisions herein applicable to, a Shelf Registration Statement. In the events specified event that the Company is required to file a Shelf Registration Statement, upon notice from any Holder not eligible to participate in the Exchange Offer pursuant to clause (ii), (iii) above or pursuant to clause (iv) of this Section 2above, the Company shall file and use its reasonable best efforts to have such declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Notes that are eligible to participate in the Exchange Offer and a Shelf Registration Statement declared effective on or prior to the 60th day after the date on (which the Shelf may be a combined Registration Statement is required with the Exchange Offer Registration Statement) with respect to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities offers and sales of Transfer Restricted Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all after completion of the provisions of this Agreement applicable to such Holder.Exchange Offer;
(bB) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years after its effective date (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of until one year after the effective date of the Shelf Registration Statement if such Shelf Registration Statement is filed pursuant to clause (iv) above) or such shorter period which will terminate when all of the Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and
(C) notwithstanding any other provisions hereof, amendment or supplement, use its best efforts to ensure that (i) to comply any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its best efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Notes Registration Rights Agreement (United Rentals North America Inc)
Shelf Registration. If, ,
(i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company or any Subsidiary Guarantor is not permitted to effect a Registered file the Exchange Offer, as contemplated Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 1 hereof, applicable law or SEC rules and regulations,
(ii) for any other reason the Registered Exchange Offer is not consummated within 310 210 days of after the Issue Date (or if the 310th day is not a business day, the first business day thereafter) Closing Date,
(iii) an Initial Purchaser so requests with respect any Holder notifies the Company within 30 days following the date upon which the Exchange Offer Registration Statement is declared effective that:
(1) such Holder is not entitled to participate in the Exchange Offer,
(2) such Holder may not resell or otherwise transfer the Exchange Notes acquired by it in the Exchange Offer to the Initial Securities (or public without delivering a prospectus and the Private Exchange Securities) not eligible to be exchanged for Exchange Securities prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate for such resales by such Holder, or
(3) such Holder is a broker-dealer and held by it following consummation owns Notes acquired directly from the Company or an affiliate of the Registered Exchange Offer or Company, or
(iv) any Holder (other than an Exchanging Dealer) is the holders of a majority in aggregate principal amount of the Transfer Restricted Notes are not eligible to participate in the Registered Exchange Offer orand to receive Exchange Notes that they may resell to the public without volume restrictions under the 1933 Act and without similar restrictions under applicable blue sky or state securities laws, then in the case of any Holder each of clauses (other than an Exchanging Dealeri) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, through (iv) the Company and the Subsidiary Guarantors shall take promptly deliver to the following actionsHolders and the Trustee written notice thereof and shall, at their cost:
(a) The Company shall, at its cost, file with the SEC as promptly as practicable (but and, in no any event more than 60 days on or prior to the 60th day after so required or requested pursuant to this Section 2such filing obligation arises) file with the Commission and thereafter shall use its reasonable their best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) no later than 180 days after such filing obligation arises, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Holders of a majority in aggregate principal amount of Transfer Restricted Notes participating in the Shelf Registration Statement and Rule 415 under set forth in such Shelf Registration Statement; provided, however, that, if the Securities Act (hereinafter, obligation to file the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) arises because the occurrence of Exchange Offer has not been consummated within 210 days after the events specified in clause (i) of this Section 2Closing Date, the Company and Subsidiary Guarantors shall use its reasonable their best efforts to have such file the Shelf Registration Statement declared effective on or prior to the 270th 181st day after following the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.Closing Date,
(b) The Company shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended (including through post-effective amendments on Form S-3 if the Company is eligible to use such Form) in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the date the Shelf Registration Statement is declared effective by the SEC, or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities Transfer Restricted Notes covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Transfer Restricted Notes (the requisite period if it voluntarily takes any action "EFFECTIVENESS PERIOD"); provided, however, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall, upon written request to offer the Company, be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and sell such Securities during that periodas otherwise provided herein, unless such action is required by applicable law.and
(c) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use their best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company and the Subsidiary Guarantors shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration Statement. The Company and the Subsidiary Guarantors further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. If, (a) If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is and the Note Guarantors are not permitted to effect a file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) Offer because the Registered Exchange Offer is not consummated permitted by applicable law or Commission policy, (ii) for any other reason the Registered Exchange Offer is not Consummated within 310 30 days of the Issue Date (or if the 310th such 30th day is not a business dayBusiness Day, by the first business day Business Day thereafter) of the date the Exchange Offer Registration Statement has become effective, (iii) an the Initial Purchaser so requests with respect to Notes which have not been resold acquired by it directly from the Initial Securities Company and the Note Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day, by the Private Exchange Securitiesfirst Business Day thereafter) not eligible to be exchanged for Exchange Securities in following the Consummation of the Registered Exchange Offer Offer, (iv) any Holder notifies the Company and held the Note Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day, by it the first Business Day thereafter) following consummation the Consummation of the Registered Exchange Offer or that (ivA) any such Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer, due to applicable law or Commission policy, (B) the Exchange Notes such Holder would receive would not be freely tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer orwithout delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it has not exchanged and that it acquired directly from the Company, one of its Affiliates or any Note Guarantor, or (v) in the case of any Holder (other than an Exchanging Dealer) that where the Initial Purchaser participates in the Registered Exchange OfferOffer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, such Holder the Initial Purchaser does not receive freely tradeable tradable Exchange Securities on Notes in exchange for Notes constituting any portion of an unsold allotment and the date of the exchange and any such Holder so requests, Initial Purchaser notifies the Company shall take and the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective Note Guarantors on or prior to the 270th 30th day after following the Issue Date or Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 9.B (Plan of Distribution) and/or Item 9.D (Selling Shareholders) of Form 20-F under the Act in connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such Exchange Notes being not "freely tradable" and (y) the occurrence requirement that a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the events specified Registered Exchange Offer in clause (iiexchange for Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradable"), (iii) or (iv) of this Section 2, the Company following provisions shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.apply:
(b) The Company and the Note Guarantors shall use its their reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the earliest to occur of (i) the date on which the Company and the Note Guarantors determine that they are not permitted to file the Exchange Offer Registration Statement or to Consummate the Exchange Offer; (ii) 30 days (or if such 30th day is not a Business Day, by the first Business Day thereafter) after the Exchange Offer Registration Statement has been declared effective if the Registered Exchange Offer has not been Consummated by such date and (iii) the date notice is given pursuant to Section (a)(iii), (iv) or (v) above (or if either such 30th day is not a Business Day, by the first Business Day thereafter) and shall use their reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within 90 days thereafter (or if such 90th day is not a Business Day, by the first Business Day thereafter). With respect to Exchange Notes received by the Initial Purchaser in exchange for Notes constituting any portion of an unsold allotment, the Company and the Note Guarantors may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Form 20-F Item 9.B (Plan of Distribution) and/or Item 9.D (Selling Shareholders), as applicable, in satisfaction of their obligations under this paragraph (b) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(c) The Company and the Note Guarantors shall use their reasonable best efforts to keep the such Shelf Registration Statement continuously effective (subject to Section 3(d)) in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders earliest of (i) such time as the relevant Securities, for a period of two years (Notes or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities Exchange Notes covered by the Shelf Registration Statement can be sold without any limitations under clauses (ic), (e), (f) and (h) of Rule 144 or similar rule adopted by the Commission, (ii) two years from the date the Shelf Registration Statement has been declared effective exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Shelf Registration Statement or during which the Company has suspended the use of the Prospectus contained therein pursuant to Section 3(d) and (iii) such date as of which all the Transfer Restricted Notes have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer restricted securities (as defined in Rule 144 under any such case, such period being called the Securities Act, or any successor rule thereof"Shelf Registration Period"). The Company and the Note Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Securities Transfer Restricted Notes covered thereby not being able to offer and sell such Securities notes during that period, unless such action is (x) required by applicable lawlaw or (y) pursuant to Section 3(d) hereof, and, in either case, so long as the Company and the Note Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(cd) Notwithstanding The Company and the Note Guarantors may suspend the use of the Prospectus for a period not to exceed 30 days in any other provisions six-month period or an aggregate of this Agreement 45 days in any twelve-month period for valid business reasons (not including avoidance of their obligations hereunder) to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that (i) the Company and the Note Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable; (ii) the period during which the Registration Statement is required to be effective and usable shall be extended by the number of days during which such Registration Statement was not effective or usable pursuant to the contrary, foregoing provisions; and (iii) the Company Additional Interest shall cause accrue on the Notes as provided in Section 4 hereof.
(e) No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company and the related prospectus Note Guarantors in writing, within 20 days after receipt of a request therefor, such information as the Company and the Note Guarantors may reasonably request for use in connection with any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment Statement or supplement, (i) Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Notes shall be entitled to comply in Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have used its reasonable best efforts to provide all material respects with such reasonably requested information. Each Holder of Transfer Restricted Notes as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the applicable requirements of the Securities Act Company and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact Note Guarantors all information required to be stated therein or necessary disclosed in order to make the statements therein, in light of information previously furnished to the circumstances under which they were made, Company and the Note Guarantors by such Holder not misleading.
Appears in 1 contract