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Exhibit 4.2
Execution Copy
REGISTRATION RIGHTS AGREEMENT
Dated as of April 21, 2005
by and among
Parker Drilling Company
as Issuer
the Guarantors listed herein
and
Lehman Brothers Inc.
as the Initial Purchaser
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This Registration Rights Agreement (this "Agreement") is dated
as of
April 21, 2005, by and among Parker Drilling Company, a Delaware
corporation
(the "Company"), the subsidiaries listed on Schedule A attached
hereto (the
"Guarantors"), and Lehman Brothers Inc. (the "Initial
Purchaser"), who has
agreed to purchase $50.0 million in aggregate principal amount
of the Company's
9 5/8% Senior Notes due 2013 (the "Notes") pursuant to the
Purchase Agreement
(as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated
as
of April 14, 2005 (the "Purchase Agreement"), by and among the
Company, the
Guarantors and the Initial Purchaser. In order to induce the
Initial Purchaser
to purchase the Notes, the Company and the Guarantors have
agreed to provide the
registration rights set forth in this Agreement. The execution
and delivery of
this Agreement is a condition to the obligations of the Initial
Purchaser set
forth in Section 6 of the Purchase Agreement. The Notes
constitute "additional
notes" under the indenture, dated as of October 10, 2003 (the
"Indenture"),
among the Company, the Guarantors and JPMorgan Chase Bank, as
Trustee (the
"Trustee"). The Company has previously issued $175.0 million in
aggregate
principal amount of 9 5/8% Senior Notes due 2013 under the
Indenture. As used in
this Agreement, the terms "Notes" refers only to the 9 5/8%
Senior Notes due
2013 purchased pursuant to the Purchase Agreement and does not
refer to any
notes previously issued under the Indenture. Capitalized terms
used herein and
not otherwise defined shall have the meanings assigned to them
in the Indenture.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms
shall
have the following meanings:
Act: The U.S. Securities Act of 1933, as amended.
Affiliate: As defined in Rule 144 of the Act.
Broker-Dealer: Any broker or dealer registered under the
Exchange
Act.
Certificated Securities: Definitive Notes, as defined in the
Indenture.
Closing Date: The date of this Agreement.
Commission: The U.S. Securities and Exchange Commission.
Consummate: An Exchange Offer shall be deemed "Consummated"
for
purposes of this Agreement upon the occurrence of (a) the filing
and
effectiveness under the Act of the Exchange Offer Registration
Statement
relating to the Exchange Notes to be issued in the Exchange
Offer, (b) the
maintenance of such Exchange Offer Registration Statement
continuously effective
and the keeping of the Exchange Offer open for a period not less
than the period
required pursuant to Section 3(b) hereof and (c) the delivery by
the Company to
the Registrar under the Indenture of Exchange Notes in the same
aggregate
principal amount as the
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aggregate principal amount of Notes tendered by Holders thereof
pursuant to the
Exchange Offer.
Consummation Deadline: As defined in Section 3(b) hereof.
Effectiveness Deadline: As defined in Section 3(a) and 4(a)
hereof.
Exchange Act: The U.S. Securities Exchange Act of 1934, as
amended.
Exchange Notes: The Company's 9 5/8% Senior Notes due 2013,
registered under the Act, to be issued pursuant to the
Indenture: (a) in the
Exchange Offer or (b) as contemplated by Section 4 hereof.
Exchange Offer: The exchange and issuance by the Company of
a
principal amount of Exchange Notes (which shall be registered
pursuant to the
Exchange Offer Registration Statement) equal to the outstanding
principal amount
of Notes that are tendered by such Holders in connection with
such exchange and
issuance.
Exchange Offer Registration Statement: The Registration
Statement
relating to the Exchange Offer, including the related
Prospectus.
Exempt Resales: The transactions in which the Initial
Purchaser
proposes to sell the Notes to certain "qualified institutional
buyers," as such
term is defined in Rule 144A under the Act, and pursuant to
Regulation S under
the Act.
Filing Deadline: As defined in Sections 3(a) and 4(a)
hereof.
Holders: As defined in Section 2 hereof.
Interest Payment Date: As defined in the Notes and the
Exchange
Notes.
Person: As defined in the Indenture.
Prospectus: The prospectus included in a Registration Statement
at
the time such Registration Statement is declared effective, as
amended or
supplemented by any prospectus supplement and by all other
amendments thereto,
including post-effective amendments, and all material
incorporated by reference
into such Prospectus.
Recommencement Date: As defined in Section 6(e) hereof.
Registration Default: As defined in Section 5 hereof.
Registration Statement: Any registration statement of the
Company
and the Guarantors relating to (a) an offering of Exchange Notes
and related
Subsidiary Guarantees pursuant to an Exchange Offer or (b) the
registration for
resale of Transfer Restricted Securities pursuant to the Shelf
Registration
Statement, in each case (i) that is filed pursuant to the
provisions of this
Agreement and (ii) including the Prospectus included therein,
all amendments
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and supplements thereto (including post-effective amendments)
and all exhibits
and material incorporated by reference therein.
Regulation S: Regulation S promulgated under the Act.
Rule 144: Rule 144 promulgated under the Act.
Shelf Registration Statement: As defined in Section 4(a)
hereof.
Subsidiary Guarantees: The guarantees of the Notes and
Exchange
Notes of the Guarantors under the Indenture, as amended from
time to time.
Suspension Notice: As defined in Section 6(e) hereof.
TIA: The U.S. Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.
Transfer Restricted Securities: (a) Each Note and the
related
Subsidiary Guarantees, until the earliest to occur of (i) the
date on which such
Note has been exchanged by a Person other than a Broker-Dealer
for an Exchange
Note in the Exchange Offer and is entitled to be resold to the
public by such
Person without complying with the prospectus delivery
requirements of the Act,
(ii) the date on which such Note has been effectively registered
under the Act
and disposed of in accordance with the Shelf Registration
Statement, or (iii)
the date on which such Note is eligible to be distributed to the
public pursuant
to Rule 144(k) under the Act, and (b) each Exchange Note and the
related
Subsidiary Guarantees acquired by a Broker-Dealer in the
Exchange Offer of a
Note for such Exchange Note, until the date on which such
Exchange Note is sold
to a purchaser who receives from such Broker-Dealer on or prior
to the date of
such sale a copy of the Prospectus contained in the Exchange
Offer Registration
Statement.
SECTION 2. HOLDERS
A Person is deemed to be a holder of Transfer Restricted
Securities
(each, a "Holder") whenever such Person owns Transfer Restricted
Securities.
SECTION 3. REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer shall not be permitted by
applicable
federal law (after the procedures set forth in Section 6(a)
below have been
complied with), the Company and the Guarantors shall (i) cause
the Exchange
Offer Registration Statement to be filed with the Commission as
soon as
practicable after the Closing Date, but in no event later than
90 days after the
Closing Date (such 90th day being the "Filing Deadline"), (ii)
use their
commercially reasonable best efforts to cause such Exchange
Offer Registration
Statement to become effective at the earliest possible time, but
in no event
later than 180 days after the Closing Date (such 180th day being
the
"Effectiveness Deadline"), (iii) in connection with the
foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration
Statement as may be
necessary in order to cause it to become effective, (B) file, if
applicable, a
post-effective amendment to such Exchange Offer Registration
Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings,
if any, in
connection with the registration and qualification of the
Exchange
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Notes to be made under the Blue Sky laws of such jurisdictions
as are necessary
to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of
such Exchange Offer Registration Statement, commence and
Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form
permitting (I)
registration of the Exchange Notes to be offered in exchange for
the Notes that
are Transfer Restricted Securities and (II) resales of Exchange
Notes by
Broker-Dealers that tendered into the Exchange Offer Notes that
such
Broker-Dealer acquired for its own account as a result of market
making
activities or other trading activities (other than Notes
acquired directly from
the Company or any of its Affiliates) as contemplated by Section
3(c) below.
(b) The Company and the Guarantors shall use their
commercially
reasonable best efforts to cause the Exchange Offer Registration
Statement to be
effective continuously, and shall keep the Exchange Offer open
for a period of
not less than the minimum period required under applicable
federal and state
securities laws to Consummate the Exchange Offer; provided,
however, that in no
event shall such period be less than 20 business days. The
Company and the
Guarantors shall cause the Exchange Offer to comply with all
applicable federal
and state securities laws. No securities other than the Exchange
Notes and the
Subsidiary Guarantees shall be included in the Exchange Offer
Registration
Statement. The Company and the Guarantors shall use their
commercially
reasonable best efforts to cause the Exchange Offer to be
Consummated on the
earliest practicable date after the Exchange Offer Registration
Statement has
become effective, but in no event later than 30 business days
thereafter (such
30th business day being the "Consummation Deadline").
(c) The Company and the Guarantors shall include a "Plan of
Distribution" section in the Prospectus contained in the
Exchange Offer
Registration Statement and indicate therein that any
Broker-Dealer who holds
Transfer Restricted Securities that were acquired for the
account of such
Broker-Dealer as a result of market-making activities or other
trading
activities (other than Notes acquired directly from the Company
or any Affiliate
of the Company), may exchange such Transfer Restricted
Securities pursuant to
the Exchange Offer. Such "Plan of Distribution" section shall
also contain all
other information with respect to such sales by such
Broker-Dealers that the
Commission may require in order to permit such sales pursuant
thereto, but such
"Plan of Distribution" shall not name any such Broker-Dealer or
disclose the
amount of Transfer Restricted Securities held by any such
Broker-Dealer, except
to the extent required by the Commission as a result of a change
in policy,
rules or regulations after the date of this Agreement.
Because such Broker-Dealer may be deemed to be an
"underwriter"
within the meaning of the Act and must, therefore, deliver a
prospectus meeting
the requirements of the Act in connection with its initial sale
of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the
Company and the
Guarantors shall permit the use of the Prospectus contained in
the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy
such prospectus
delivery requirement. To the extent necessary to ensure that the
prospectus
contained in the Exchange Offer Registration Statement is
available for sales of
Exchange Notes by Broker-Dealers, the Company and the Guarantors
agree to use
their commercially reasonable best efforts to keep the Exchange
Offer
Registration Statement continuously effective, supplemented,
amended and current
as required by and subject to the provisions of Section 6(a) and
(c) hereof and
in conformity with the requirements of this Agreement, the Act
and the
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policies, rules and regulations of the Commission as announced
from time to
time, for a period of one year from the date on which the
Exchange Offer is
Consummated or such shorter period as will terminate when such
Broker-Dealers no
longer own any Transfer Restricted Securities. The Company shall
provide
sufficient copies of the latest version of such Prospectus to
such
Broker-Dealers, promptly upon request, and in no event later
than one business
day after such request, at any time during such period.
SECTION 4. SHELF REGISTRATION
(a) Shelf Registration. If (i) the 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
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 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 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 a result of clause (a)(i) of this Section and (ii) the
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 Registration Statement (the "Shelf Registration
Statement")),
relating to all Transfer Restricted Securities; and
(II) use their commercially reasonable best efforts to cause
such
Shelf Registration Statement to become effective at the earliest
possible time,
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 Statement
shall be deemed to
satisfy the requirements of clause (I) above; provided that, in
such event, the
Company and the Guarantors shall remain obligated to meet the
Effectiveness
Deadline set forth in clause (II) above.
To the extent necessary to 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 registered therein pursuant to
Section
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6(b)(ii) hereof, the 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, supplemented, amended
and current as
required by and subject to the provisions of Sections 6(b)
hereof and (c) 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
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 covered by
such Shelf
Registration Statement have been sold pursuant thereto.
(b) Provision by Holders of Certain Information in 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, within 20 days after receipt of a
request therefor, the
information specified in Item 507 or 508 of Regulation S-K, 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 shall be entitled to liquidated damages
pursuant to
Section 5 hereof unless and until such Holder shall have
provided all such
information. By its acceptance of Transfer Restricted
Securities, each Holder
agrees to promptly furnish additional information required to be
disclosed in
order to make the information previously furnished to the
Company by such Holder
not materially misleading.
SECTION 5. LIQUIDATED DAMAGES
If (a) any Registration Statement required by this Agreement is
not
filed with the Commission on or prior to the applicable Filing
Deadline, (b) any
such Registration Statement has not been declared effective by
the Commission on
or prior to the applicable Effectiveness Deadline, (c) the
Exchange Offer has
not been Consummated on or prior to the Consummation Deadline or
(d) any
Registration Statement required by this Agreement is filed and
declared
effective but shall thereafter cease to be effective or fail to
be usable for
its intended purpose without being succeeded within two business
days by a
post-effective amendment to such Registration Statement that
cures such failure
and that is itself declared effective within five business days
of filing such
post-effective amendment to such Registration Statement (each
such event
referred to in clauses (a) through (d), a "Registration
Default"), then the
Company and the Guarantors hereby jointly and severally agree to
pay to each
Holder of Transfer Restricted Securities affected thereby
liquidated damages in
an amount equal to $.05 per week per $1,000 in principal amount
of Transfer
Restricted Securities held by such Holder for the first 90-day
period
immediately following the occurrence of such Registration
Default. The amount of
the liquidated damages shall increase by an additional $.05 per
week per $1,000
in principal amount of Transfer Restricted Securities with
respect to each
subsequent 90-day period until all Registration Defaults have
been cured, up to
a maximum amount of liquidated damages of $.50 per week per
$1,000 in principal
amount of Transfer Restricted Securities; provided that the
Company and the
Guarantors shall in no event be required to pay liquidated
damages for more than
one Registration Default at any given time. Notwithstanding
anything to the
contrary set forth herein, (i) upon filing of the Exchange Offer
Registration
Statement (and/or, if applicable, the Shelf Registration
Statement),
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in the case of (a) above, (ii) upon the effectiveness of the
Exchange Offer
Registration Statement (and/or, if applicable the Shelf
Registration Statement),
in the case of (b) above, (iii) upon Consummation of the
Exchange Offer, in the
case of (c) above, or (iv) upon the filing of a post-effective
amendment to the
Registration Statement or an additional Registration Statement
that causes the
Exchange Offer Registration Statement (and/or, if applicable,
the Shelf
Registration Statement) to again be declared effective or made
usable, in the
case of (d) above, the liquidated damages payable with respect
to the Transfer
Restricted Securities as a result of such clause (a), (b), (c)
or (d), as
applicable, shall cease.
All accrued liquidated damages shall be paid to the Holders
entitled
thereto, in the manner provided for the payment of interest in
the Indenture, on
each Interest Payment Date, as more fully set forth in the
Indenture and the
Notes and the Exchange Notes. Notwithstanding the fact that any
securities for
which liquidated damages are due cease to be Transfer Restricted
Securities, all
obligations of the Company and the Guarantors to pay liquidated
damages with
respect to securities shall survive until such time as such
obligations with
respect to such securities shall have been satisfied in
full.
SECTION 6. REGISTRATION PROCEDURES
(a) Exchange Offer Registration Statement. In connection with
the
Exchange Offer, the Company and the Guarantors shall (i) comply
with all
applicable provisions of Section 6(c) below, (ii) use their
commercially
reasonable best efforts to effect such exchange and to permit
the resale of
Exchange Notes by any Broker-Dealer that tendered Notes in the
Exchange Offer
that such Broker-Dealer acquired for its own account as a result
of its market
making activities or other trading activities (other than Notes
acquired
directly from the Company or any of its Affiliates) being sold
in accordance
with the intended method or methods of distribution thereof, and
(iii) comply
with all of the following provisions:
(A) If, following the date hereof there has been announced a
change in Commission policy with respect to exchange offers such
as
the Exchange Offer, that in the reasonable opinion of counsel to
the
Company raises a substantial question as to whether the
Exchange
Offer is permitted by applicable federal law, the Company and
the
Guarantors hereby agree to seek a no-action letter or other
favorable decision from the Commission allowing the Company and
the
Guarantors to Consummate an Exchange Offer for such Transfer
Restricted Securities. The Company and the Guarantors hereby
agree
to pursue the issuance of such a decision to the Commission
staff
level. In connection with the foregoing, the Company and the
Guarantors hereby agree to take all such other actions as may
be
requested by the Commission or otherwise required in connection
with
the issuance of such decision, including without limitation
(I)
participating in telephonic conferences with the Commission
staff,
(II) delivering to the Commission staff an analysis prepared
by
counsel to the Company setting forth the legal bases, if any,
upon
which such counsel has concluded that such an Exchange Offer
should
be permitted and (III) diligently pursuing a resolution (which
need
not be favorable) by the Commission staff.
(B) As a condition to its participation in the Exchange
Offer,
each Holder of Transfer Restricted Securities (including,
without
limitation, any Holder who is a Broker Dealer) shall furnish,
upon
the request of the Company,
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prior to the Consummation of the Exchange Offer, a written
representation to the Company and the Guarantors (which may
be
contained in the letter of transmittal contemplated by the
Exchange
Offer Registration Statement) to the effect that (I) it is not
an
Affiliate of the Company, (II) it is not engaged in, and does
not
intend to engage in, and has no arrangement or understanding
with
any person to participate in, a distribution of the Exchange
Notes
to be issued in the Exchange Offer and (III) it is acquiring
the
Exchange Notes in its ordinary course of business. Each Holder
using
the Exchange Offer to participate in a distribution of the
Exchange
Notes will be required to acknowledge and agree that, if the
resales
are of Exchange Notes obtained by such Holder in exchange for
Notes
acquired directly from the Company or an Affiliate thereof, it
(1)
could not, under Commission policy as in effect on the date of
this
Agreement, rely on the position of the Commission enunciated
in
Exxon Capital Holdings Corporation (available May 13, 1988)
and
Morgan Stanley and Co., Inc. (available June 5, 1991), as
interpreted in the Commission's letter to Shearman &
Sterling dated
July 2, 1993, and similar no-action letters (including, if
applicable, any no-action letter obtained pursuant to clause
(A)
above), and (2) must comply with the registration and
prospectus
delivery requirements of the Act in connection with a
secondary
resale transaction and that such a secondary resale transaction
must
be covered by an effective Registration Statement containing
the
selling security holder information required by Item 507 or 508,
as
applicable, of Regulation S-K.
(C) Prior to effectiveness of the Exchange Offer
Registration
Statement, the Company and the Guarantors shall provide a
supplemental letter to the Commission (I) stating that the
Company
and the Guarantors are registering the Exchange Offer in
reliance on
the position of the Commission enunciated in Exxon Capital
Holdings
Corporation (available May 13, 1988) and Morgan Stanley and
Co.,
Inc. (available June 5, 1991), as interpreted in the
Commission's
letter to Shearman & Sterling dated July 2, 1993, and,
if
applicable, any no-action letter obtained pursuant to clause
(A)
above, (II) including a representation that neither the Company
nor
any Guarantor has entered into any arrangement or understanding
with
any Person to distribute the Exchange Notes to be received in
the
Exchange Offer and that, to the best of the Company's and
each
Guarantor's information and belief, each Holder participating in
the
Exchange Offer is acquiring the Exchange Notes in its
ordinary
course of business and has no arrangement or understanding with
any
Person to participate in the distribution of the Exchange
Notes
received in the Exchange Offer and (III) including any other
undertaking or representation required by the Commission as
set
forth in any no-action letter obtained pursuant to clause (A)
above,
if applicable.
(b) Shelf Registration Statement. In connection with the
Shelf
Registration Statement, the Company and the Guarantors
shall:
(i) comply with all the provisions of Section 6(c) and 6(d)
below
and use their commercially reasonable best efforts to effect
such
registration to permit the sale of the Transfer Restricted
Securities
being sold in accordance with the intended method or methods
of
distribution thereof (as indicated in the information furnished
to the
Company
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pursuant to Section 4(b) hereof), and pursuant thereto the
Company and the
Guarantors will prepare and file with the Commission a
Registration
Statement relating to the registration on any appropriate form
under the
Act, which form shall be available for the sale of the Transfer
Restricted
Securities in accordance with the intended method or methods
of
distribution thereof within the time periods and otherwise in
accordance
with the provisions hereof; and
(ii) issue, upon the request of any Holder or purchaser of
Notes
covered by any Shelf Registration Statement contemplated by
this
Agreement, Exchange Notes having an aggregate principal amount
equal to
the aggregate principal amount of Notes sold pursuant to the
Shelf
Registration Statement and surrendered to the Company for
cancellation;
the Company and the Guarantors shall register Exchange Notes and
the
related Subsidiary Guarantees on the Shelf Registration
Statement for this
purpose and issue the Exchange Notes to the purchaser(s) of
securities
subject to the Shelf Registration Statement in the names as
such
purchaser(s) shall designate.
(c) General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement,
the Company and
the Guarantors shall:
(i) use their commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all
requisite
financial statements for the period specified in Section 3 or 4
hereof, as
applicable. Upon the occurrence of any event that would cause
any such
Registration Statement or the Prospectus contained therein (A)
to contain
an untrue statement of material fact or omit to state any
material fact
necessary to make the statements therein not misleading or (B)
not to be
effective and usable for resale of Transfer Restricted
Securities during
the period required by this Agreement, the Company and the
Guarantors
shall file promptly an appropriate amendment to such
Registration
Statement curing such defect, and, if Commission review is
required, use
their commercially reasonable best efforts to cause such
amendment to be
declared effective as soon as practicable. If at any time the
Commission
shall issue any stop order suspending the effectiveness of
any
Registration Statement, or any state securities commission or
other
regulatory authority shall issue an order suspending t
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