Page 4 of 6 – SEC Filing
| In connection with the closing of the Private Placement, the Company, such Fir Tree Fund and the other purchaser listed on the signature page attached to the Purchase Agreement entered into that certain Amended & Restated Registration Rights Agreement, dated July 6, 2017 (the “A&R Registration Rights Agreement“). Under the A&R Registration Rights Agreement, the Company has agreed to (i) use its reasonable best efforts to file a Registration Statement (as defined in the A&R Registration Rights Agreement) on Form S-1 or any successor form thereto (each a “Long-Form Registration” as defined in the A&R Registration Rights Agreement) with the SEC upon the initial request of registration from the Demand Holders (as defined in the A&R Registration Rights Agreement) within ninety (90) days after the date on which the initial request is given; and (ii) use its reasonable best efforts to file a Registration Statement on Form S-3 or any successor form thereto, if the Company is qualified for the use of Form S-3, (each a “Short-Form Registration” as defined in the A&R Registration Rights Agreement) with the SEC upon the initial request of registration from the Demand Holders within sixty (60) days after the date on which the initial request is given. In addition, the A&R Registration Rights Agreement provides holders of Registrable Securities (as defined in the A&R Registration Rights Agreement) piggyback registration rights, subject to certain underwriter cutbacks and issuer blackout periods. The Company will pay all fees and expenses relating to the registration and disposition of the Registrable Securities in compliance with the Company’s obligations under the A&R Registration Rights Agreement. | |
| In connection with the closing of the Private Placement, the A&R Stockholder Rights Agreement was amended in a first amendment thereto (the “First Amendment to A&R Stockholder Rights Agreement“) to clarify certain procedures set forth in the A&R Stockholder Rights Agreement with respect to matters subject to approval by directors nominated by Fir Tree. | |
| The foregoing descriptions are summaries of the Purchase Agreement, the A&R Registration Rights Agreement and the First Amendment to A&R Stockholder Rights Agreement, do not purport to be complete and are qualified in their entireties by reference to the full texts thereof. The Purchase Agreement, the A&R Registration Rights Agreement and the First Amendment to A&R Stockholder Rights Agreement which are referenced as Exhibit 7, Exhibit 8 and Exhibit 9 to this Schedule 13D, respectively, and which are filed as Exhibits10.1, 10.2 and 10.3, respectively, to the Issuer’s Current Report on Form 8-K filed with the SEC on July 7, 2017 (the “July 2017 Form 8-K“) are incorporated herein by reference. | |
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