SANM » Topics » Registration Procedures

This excerpt taken from the SANM 8-K filed Feb 24, 2005.
Registration Procedures.  If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:


(a)                                  At or before the Effective Time of the Exchange Registration or the Shelf Registration, as the case may be, the Company and the Guarantors shall qualify the Indenture under the Trust Indenture Act.


(b)                                 In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company and the Guarantors shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.


(c)                                  In connection with the Company’s and the Guarantors’ obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):


(i)                                     prepare and file with the Commission, as soon as practicable but not later than ninety (90) days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use its reasonable efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 180 days after the Closing Date;


(ii)                                  as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and




purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities, provided that upon the occurrence of any event that would cause any such Exchange Registration Statement or prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities, either of which occurs during the period that the Company is required to maintain an effective and usable Exchange Registration Statement and prospectus pursuant to this Exchange and Registration Rights Agreement, the Company shall use it reasonable efforts to file promptly an appropriate amendment or supplement to such Exchange Registration Statement or prospectus, (1) in the case of clause (A), correcting any such misstatement or omission, and (2) in the case of clauses (A) and (B) use its reasonable efforts to cause any amendment to be declared effective and such Exchange Registration Statement and the prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; provided,

"Registration Procedures" elsewhere:

AAR Corporation (AIR)
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