PWAV » Topics » REGISTRATION

This excerpt taken from the PWAV 8-K filed Jun 15, 2006.

REGISTRATION

2.1 Registration Statement. In the event of Completion, Powerwave shall file with the SEC a Registration Statement on Form S-3 providing for the registration, and the resale by Filtronic (in one or more block trades, not more than one underwritten public offering or other transactions), of the Registrable Securities on or as soon as practicable after the Closing Date, and in no event later than two (2) Business Days after the Closing Date (the “Required Filing Date”). If Form S-3 is not available, Powerwave shall file a Registration Statement on such form as is available to effect a registration of all of the Registrable Securities. Powerwave’s obligations under this Section 2.1 are conditioned upon Filtronic’s compliance with its covenants set forth herein and in Section 6.4 of the Purchase Agreement.

2.2 Effectiveness of the Registration Statement. If not automatically and immediately effective upon filing, Powerwave will use its best efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing, and in no event later than the 10th Business Day after the Closing Date (the “Required Effective Date”). However, so long as Powerwave filed the applicable Registration Statement on the Required Filing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities by Filtronic is not available under applicable laws, rules and regulation and that Powerwave must register the offering of the Registrable Securities as a primary offering by Powerwave, or (b) if a Registration Statement receives SEC review, then the Required Effective Date will be the 30th day after the Closing Date. In the case of an SEC response described in clause (a), Powerwave will, within 10 Business Days after the date Powerwave receives such SEC response, file a Registration Statement as a primary offering. Powerwave’s best efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC and filing with the SEC for acceleration in accordance with Rule 461 under the Securities Act as soon as practicable after receiving notification from the SEC that any Registration Statement will receive no action or review from the SEC. Once a Registration Statement is declared effective by the SEC, Powerwave will cause such Registration Statement to remain effective throughout the Registration Period, except as permitted under Section 3.5. Powerwave shall cause the Registration Statement (including the documents

 

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incorporated therein by reference), when declared effective, to comply as to form with all applicable requirements of the Securities Act and the Exchange Act and 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, in the light of the circumstances under which they were made, not misleading.

2.3 Well-Known Seasoned Issuer; Eligibility to use Form S-3. Powerwave represents and warrants that it meets the requirements (i) of being a “well known seasoned issuer” by reason of paragraph (1)(i)(A) of the definition in Rule 405 of the Securities Act and (ii) for the use of Form S-3 for registration of the Registrable Securities for resale by Filtronic. Powerwave will file all reports required to be filed by Powerwave with the SEC in a timely manner so as to preserve its eligibility for the use of Form S-3 throughout the Registration Period. Powerwave shall use its best efforts to maintain its status as a “well known seasoned issuer” throughout the Registration Period.

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